Terms of Service

Terms of Use

Last Updated Date: January 27, 2026

Please read this Terms of Use (the "Terms") carefully. "Website" shall mean this website and any other websites, subdomains, media, channel, applications, software or services related, linked or otherwise connected to it or that are otherwise made available or operated by Amplify Labs Inc. or its agents ("Company", "we", "us", or "our"). The Terms govern the use of the Website and applies to all users visiting the Website or using the services enabled through the Website in any way ("Users"), including access or use of the Decibel protocol, a decentralized exchange protocol built on the Aptos blockchain (the "Protocol"), through or using the Website and any software (whether or not downloadable) and services enabled thereby (each including the Website, a "Service" and, collectively, the "Services").

For the avoidance of doubt, Company does not control the Protocol and cannot control activity and data on the Protocol, including the validation of transactions, or any other use or access of the Protocol.

BY VISITING THE WEBSITE OR USING ANY SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

If you access the Services on behalf of a legal entity or organization you represent and warrant that you have the authority to bind such legal entity or organization to these Terms.

COMPANY IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER COMPANY NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.

USE OF A VIRTUAL PRIVATE NETWORK OR SIMILAR TECHNOLOGY (COLLECTIVELY, "VPN") TO CIRCUMVENT THE RESTRICTIONS SET FORTH HEREIN IS PROHIBITED. WE RESERVE THE RIGHT TO RESTRICT ANY USER'S ACCESS TO THE INTERFACE SUBJECT TO ANY RESTRICTIONS WE MAY SET FORTH IN THIS AGREEMENT.

SECTION 15 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 15: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF PANAMA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

PLEASE BE AWARE THAT SECTION 4.4 (COMPANY COMMUNICATIONS) OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US.

Your use of, and participation in, certain Services may be subject to additional terms ("Supplemental Terms") and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms and any applicable Supplemental Terms are referred to herein as the "Agreement."

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Company will make a new copy of the Terms available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service or on the Website. We may update the "Last Updated" date at the top of the Terms. Any changes to the Agreement will be effective immediately for new users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. DESCRIPTION OF THE SERVICES

The Services include the Platform and Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services, as described below and elsewhere in these Terms. Please read carefully.

1.1 The Platform

Company's Services include access to its "Platform," which is an online platform enabled through the Website and supported documentation made available therewith, that allows Users to use an interface to interact with the Protocol and to connect to, interact with, and draft transaction messages via compatible third-party digital wallets (each, a "Digital Wallet").

1.2 User Assets

Users may be able to use the Platform to visualize certain cryptocurrency assets ("User Assets") that are associated with a Digital Wallet. The Services may also enable you to draft transaction messages to interact with or deploy User Assets on or across third party distributed ledgers (each, a "Supported Blockchain") in accordance with the technological and contractual parameters of such Supported Blockchain (the applicable "Blockchain Rules"). For the avoidance of doubt, Company does not own or control your Digital Wallet, any third-party Supported Blockchain, or the Protocol. All use of any Digital Wallet, the Protocol and/or any Supported Blockchain is at your own risk. User Asset visualizations may include graphs, projections, and other information about your User Assets (collectively, "User Asset Information").

1.3 Vault Offerings

The Services may allow Users to access and interact with certain software-based smart contracts to which assets can be deployed ("Vault(s)"). Vaults consist of smart contracts and related software that may be created, developed, maintained or interacted with by third parties, which may include affiliates of Company, independent developers or parties, or decentralized finance protocols. Users may be able to draft transaction messages using their Digital Wallets to send compatible User Assets to or withdraw User Assets from Vaults. Company does not custody, control, possess, or direct any User Assets deployed to a Vault and does not act as an agent, fiduciary, investment adviser, or manager with respect to any Vault or any User Assets. Vaults comprise smart contracts and may engage in certain activities involving the digital assets deposited, including but not limited to trading, staking, market strategies, lending, liquidations, liquidity provision, or interaction with third-party decentralized finance protocols. Such activities may occur based on predefined logic, parameters, or permissions or may result from interactions or instructions by third parties, including affiliates of Company. You acknowledge and agree that you use and interact with any Vault at your own risk, and that assets deployed to a Vault may lose some or all of their value (including as a result of the foregoing activities of the Vaults). You agree, acknowledge, and understand that Vaults are Third-Party Services (defined below) unless otherwise stated. Neither Company nor any of its affiliates shall be liable under this Agreement for any damages, liabilities, or other harms arising from or in connection with your use of and/or any inability to access any Vault or any loss of value or loss of any of the funds or digital assets deposited into such Vaults. Company and its affiliates make no representations or warranties regarding the functionality, performance, security, or outcomes of any Vault or any activity carried out by or through a Vault, and to the maximum permitted by law, Company and its affiliates disclaim all liability for any damages, losses, liabilities, or other harms arising out of or in connection with your access to, use of, or inability to access any Vault, including any interactions by third parties or affiliates in connection with a Vault or loss of funds or value due to market conditions, smart contract vulnerabilities, protocol failures, the activities of the Vaults, or otherwise.

1.4 Company Software

Your use of any software and associated documentation that is made available via the Service ("Software") is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software. These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. Unless you agree to the terms of such license agreement, you shall not use, download, or install any Software that is accompanied by or includes a license agreement. At no time will Company provide you with any tangible copy of our Software. Company delivers access to the Software via electronic transfer or download and does not use or deliver any tangible media in connection with the (i) delivery, installation, updating or problem resolution of any Software (including any new releases); or (ii) delivery, correction or updating of documentation. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between this Agreement and the license agreement, the license agreement takes precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If you and Company have not entered into a separate license agreement with respect to your use of the Software or if no license agreement accompanies use of the Software, use of the Software will be governed by this Agreement and, subject to your compliance with this Agreement, Company grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software for the sole purpose of enabling you to use the Service in the manner permitted by this Agreement. Some Software may be offered under an OSS License (defined below). There may be provisions in the OSS License that expressly override this Agreement.

1.5 Open Source Software

You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an "open-source", "source available" or "free" license ("OSS" or "OSS License", as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end-user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.

1.6 Connecting a Digital Wallet

In order to access and use certain Services, you may need to connect a Digital Wallet to the Platform. When you connect a Digital Wallet, you represent and warrant that you own or have the authority to connect such Digital Wallet. Your instance of the Platform as linked to your Digital Wallet, Third-Party Account (defined below) or other identifier(s) may be referred to herein as your "Account". Company reserves the right to collect and record information about your use of the Service and any transactions that take place through the Service.

1.7 Access Through an SNS

The Service may allow you to link your Account with an account you hold on a third-party social networking or social media service ("SNS"), email server, or other Third-Party Service (including, without limitation, Keyless or Petra Web) (each, a "Third-Party Account") by allowing Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Company and/or grant Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Company to pay any fees or making Company subject to any usage limitations imposed by such third-party service providers. By granting Company access to any Third-Party Account, you understand that Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Service. Unless otherwise specified in this Agreement, all SNS Content is considered to be Your Content for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Company's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the "Settings" section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY AND ITS AFFILIATES DISCLAIM ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Company is not responsible for any SNS Content.

1.8 Points Program

Subject to your ongoing compliance with this Agreement and any Points Program Terms (defined below) made available by Company or its affiliates from time to time, Company or its affiliates may enable you to participate in a limited program that rewards users for interacting with the Service (the "Points Program") by allocating such users with digital rewards that bear no cash or monetary value and are made available by Company or its affiliates ("Points", as further described below) or other digital assets or rewards ("Rewards"). Your participation in the Points Program constitutes your acceptance of the then-current terms and conditions applicable to the Points Program at the time of such participation (the "Points Program Terms"), as may be modified or updated by Company or its affiliates in their sole discretion. Additional terms applicable to the Points Program, which shall constitute part of the Points Program Terms, may be set forth on the Platform from time to time.

1.8.1 Eligibility

To be eligible to participate in the Points Program you must accept the terms of this Agreement, connect a Digital Wallet to the Platform, and comply with any other eligibility requirements as may be determined by Company or its affiliates in their sole discretion from time to time, including certain geographic restrictions which may be applicable thereto.

1.8.2 Points

Points will be allocated in accordance with the then-current Points Program Terms and any applicable Supplemental Terms. Company or its affiliates do not guarantee that you will receive or be eligible to receive any minimum amount of Points by participating in the Points Program. Points have no monetary value and cannot be redeemed for cash or cash equivalent, including any cryptocurrency. Accumulating Points does not entitle you to any vested rights, and Company or its affiliates do not guarantee in any way the continued availability of Points. POINTS HAVE NO CASH VALUE. POINTS ARE MADE AVAILABLE "AS IS" AND WITHOUT WARRANTY OF ANY KIND.

1.8.3 Taxes

In the event that any applicable authority determines that your receipt of Points is a taxable event, you agree that you, and not Company or its affiliates, are solely liable for payment of such taxes, and you agree to indemnify Company and its affiliates in connection with the same.

1.8.4 Disclaimers

Points are provided solely as an optional enhancement to users to incentivize participation in our community. Points do not constitute compensation or any other form of consideration for services. You agree that Points may be cancelled or revoked by Company or its affiliates at any time, including if you breach this Agreement; misuse or abuse the Points Program; or commit or participate in any fraudulent activity related to the Points Program. COMPANY AND ITS AFFILIATES RESERVE THE RIGHT TO MODIFY OR TERMINATE THE POINTS PROGRAM AT ANY TIME, FOR ANY OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU. In the event of any termination, all Points will expire immediately as of the effective date of termination.

1.9 Rewards Program

You may from time to time be eligible to participate in one or more rewards programs (each and collectively, the "Rewards Program") with respect to certain activities on the Platform or Protocol or with respect to certain digital assets acceptable to Company where applicable (with respect to any such Rewards Program, the "Accepted Assets"). As part of the Rewards Program, Accepted Assets may be allocated to certain Vaults, the Protocol or other third-party decentralized finance protocols ("DeFi Protocols"). You may be allowed to reserve an amount of Accepted Assets in connection with a Rewards Program (the "Reserved Assets"), and deploy such Reserved Assets to the applicable Vault at any point during the period determined by Company or its affiliates in their sole discretion with respect to such Rewards Program (the "Acceptance Period"). Company or its affiliates will communicate the Acceptance Period to you; provided that Company or its affiliates may change the duration of the Acceptance Period at any time in its sole discretion by providing notice to you. At any time during the Acceptance Period, unless otherwise specified by Company or its affiliates in connection with any Rewards Program, you may withdraw any Reserved Assets that have been sent to a Vault ("Vaulted Assets"); provided that if you withdraw any previously Vaulted Assets during the Acceptance Period you may not be eligible to receive any Rewards with respect to such User Assets. Participation in any Rewards Program does not guarantee that you will receive any Rewards, and you may receive no Rewards at all.

1.9.1 Rewards

Your Vaulted Assets may be eligible to earn rewards during the period that such Vault is operational (the "Vault Period"). Any Rewards earned may be distributed to the Digital Wallet address associated with the applicable User's Vaulted Assets. The Vaulted Assets will be subject to the terms set forth herein (including the section "Vault Offerings" above) and terms and conditions of any applicable DeFi Protocol, including the terms relating to any such DeFi Protocol's rewards or incentives, if any.

1.9.2 Token Delivery and Lockup; Restrictions

To the extent any Rewards consist of any Decibel tokens or other digital assets (collectively, the "DCBL Tokens"), you agree and acknowledge that we may require and impose significant restrictions on the transferability of those DCBL Tokens, including as we deem reasonably necessary to comply with applicable law ("Transfer Restrictions"). If we determine that any Rewards are subject to Transfer Restrictions, you agree not to transfer control of the applicable Rewards to any third party or otherwise take any actions to circumvent any such Transfer Restrictions. You agree that if the delivery of Rewards, including DCBL Tokens, hereunder would constitute a violation of any applicable laws or regulations, Company or its affiliates may elect not to deliver such Rewards, or to delay delivery, or to take any other action that may be required to comply with applicable law.

1.9.3 Disclaimers

You agree that Company and its affiliates make no representations, warranties, claims, or guarantees whatsoever about the availability, functionality, operating results, known or suspected bugs, errors, compatibility problems, or features of the Rewards Program, the DCBL Tokens, or any Vault. Providing you with access to the Rewards Program does not constitute an announcement that the Rewards Program, any Vault, or any other service of a similar design and/or functionality will continue to be available. You agree that Company or its affiliates may suspend, modify, or terminate the Rewards Program at any time. You assume all risk of participating in any Rewards Program, including any risk of bugs, glitches, viruses, or other flaws or faults in the Rewards Program, DCBL Tokens, or the Vaults. Without limiting the foregoing, Company and its affiliates do not guarantee that any Rewards will be generated, accrued, or distributed, and you may receive no Rewards whatsoever, even if you deposit, reserve, or vault Accepted Assets. Notwithstanding anything to the contrary herein, Company and its affiliates reserve the right, in its sole discretion, to satisfy any Token portion of Rewards or any other payments in cash, USDC, or USDT in lieu of delivering Tokens.

1.10 Affiliate Program

The Services may include a referral rewards program offered by Company or its affiliates (the "Affiliate Program") to certain Users. The Affiliate Program may from time to time offer a User that participates in the Affiliate Program (an "Affiliate") the opportunity to receive certain benefits as a result of participating in the Affiliate Program for referring other individuals ("Referred Users") to take certain actions on the Services, such as if a Referred User uses the Affiliate's personal link or code used by an Affiliate to refer Referred Users to the Services through the Affiliate Program (a "Referral Link"). This Section 1.10, in addition to the foregoing terms in this Agreement and any additional tools published in a referral invitation or otherwise associated with any particular Affiliate Program offer or promotional code (the "Additional Referral Terms") shall govern the Affiliate Program. The Affiliate Program is void where prohibited and you are solely responsible for ensuring that your participation in the Affiliate Program complies with all applicable laws, rules, and regulations.

1.10.1 Incentives

Unless otherwise stated in Additional Referral Terms, subject to Affiliate's ongoing compliance with the Agreement, each Affiliate shall be entitled to receive the reward indicated in the Additional Referral Terms when any Referred User uses such Affiliate's Referral Link to sign up for an Account on the Services.

Unless otherwise stated in Additional Referral Terms, the benefit that an Affiliate may receive as a result of participating in the Affiliate Program (an "Incentive") shall be paid to such Affiliate's Digital Wallet after satisfying the criteria set forth by Company or its affiliates within a period of time as determined by Company or its affiliates.

Each Affiliate is solely responsible for any taxes payable on Incentives received by such Affiliate, and Affiliate agrees to indemnify Company and its affiliates against any claims arising from or related to any tax liabilities (whether or not paid).

1.10.2 Sharing Referral Links

Referrals are personal and should only be sent to individuals that you personally know and must be used only for personal and non-commercial purposes. The sharing of Referral Links outside of your warm network of personal connections is strictly prohibited. Referral Links may not be published or distributed, including on commercial websites (such as coupon websites, Twitter, or Reddit) or on blogs. You are prohibited from "spamming" anyone with referral invitations. This includes mass emailing, texting or messaging people you do not know or using automated systems or bots through any channel to distribute your Referral Link. You are prohibited from paying to advertise any Referral Link or paying or providing anything of value to any person to whom you direct a Referral Link or any other third party to obtain an Incentive.

When sharing a Referral Link, you must always tell the Referred User that you will be receiving an Incentive (and the nature of such Incentive) if such individual takes the requisite action on the Services using your Referral Link and obtain the express consent of such Referred User prior to sharing any Referral Link with such individual. You shall at all times remain compliant with all applicable laws, rules and regulations. You agree that all statements about Company or its affiliates, and their products and services made by you will: (a) be truthful and accurate based on publicly available information and (b) be accompanied by a clear, conspicuous statement that any statements made reflect only your opinion and not those of Company. You agree to indemnify and hold harmless Company and its affiliates from any and all damages, costs, claims, expenses and other liability (including reasonable attorneys' fees) arising from or relating to the breach or alleged breach by you of this Section 1.10 (Affiliate Program).

By permitting you to participate in the Affiliate Program, we are not authorizing you to make any statements on behalf of Company or its affiliates, their products and services, or the Affiliate Program, and all such statements are expressly disapproved by us.

1.10.3 Reservation of Rights

Company or its affiliates may modify, suspend or terminate the Affiliate Program or your ability to participate in it at any time for any reason. For example, we reserve the right to review and investigate all referral activities, and to suspend access to the Services or revoke or void earned Incentives in our sole discretion if we notice any activity that we believe is abusive, fraudulent, in violation this Agreement or any Additional Referral Terms, or otherwise as we deem fair and appropriate. We also reserve the right to deactivate Referral Links or change the Incentives associated with the use of any Referral Link or Affiliate Program offer at any time for any reason. Without limiting the foregoing, Company and its affiliates reserve the right, in its sole discretion, to retroactively revoke or void any Incentive that it deems, in its sole discretion, to be procured (i) in violation of this Agreement, including without limitation, (1) not in accordance with the eligibility requirements and (2) via distribution through unauthorized channels or in violation of any applicable law, rule or regulation; or (ii) in association with Content that Company or its affiliates deem offensive or inappropriate in its sole discretion. Without limiting the foregoing, such content includes all forms of pornography, obscenity, indecent language and Content that incites or endorses hate or violence, is demeaning, disparages or damages the goodwill, reputation, or brand image of Company or its affiliates, or incites or endorses discrimination in any form.

1.10.4 Multiple Referrals

A referred individual may only use one Referral Link. If a referred individual receives Referral Links from multiple individuals, only the individual associated with the Referral Link actually used by the referred individual to sign-up for an Account on the Services will receive Incentives for the referral.

1.11 Compatibility Risk

The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your User Assets may not be compatible with the Services. Whether or not a User Asset is then-currently compatible with the Services may change at any time, in Company's sole discretion, with or without notice to you.

1.12 Taxes

You are solely responsible (and Company has no responsibility) for determining what, if any, taxes apply to any transactions involving your User Assets.

2. ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES

2.1 Registration Data

When you access or use the Services in any way, you agree to (a) provide true, accurate, current and complete information about yourself as may be prompted by the Services from time to time (the "Registration Data"); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You acknowledge and agree that our obligation to provide you with any Services is conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Services if you have been previously removed by Company, or if you have been previously banned from any of the Services. Company reserves the right to obtain and retain any Registration Data or other identifying information as it may determine from time to time in order for you to use and continue to use the Services.

2.2 Eligibility

You represent and warrant that:

You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; (iii) not a person barred from using Services under the laws of the Republic of Panama, the United States, Canada, your place of residence or any other applicable jurisdiction; and (iv) not a current resident of the United States or Ontario, Canada. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity.

None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure; or (C) (1) subject to sanctions administered or enforced by any country or government or otherwise designated on any list of prohibited or restricted parties (including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the United Kingdom, the European Union or its Member States, or other applicable government authority); (2) an individual or entity that owns, controls, or utilizes a digital currency address that has been sanctioned, blocked, or otherwise designated by any such authority; or (3) a citizen or organization or resident in a country or territory that is the subject of country-wide or territory-wide sanctions (including, without limitation, Cuba, Democratic People's Republic of Korea, the Crimea, Donetsk, and Luhansk regions, Iran, or Syria). Company in its sole discretion may require you to complete any screening and verification processes (the "Verification") to be eligible for certain of the Services. In the event that Company requests that you complete such Verification, you agree to promptly take all actions and provide all necessary information and documents reasonably requested to complete such Verification, including without limitation information relating to ultimate beneficial ownership, source of funds, and regulatory status. You agree that, if you fail to complete the Verification to Company's satisfaction, you will not be eligible to participate in such Services and may terminate your participation in any such Services.

There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or digital asset- trading or blockchain technology related activities.

You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities or any other applicable laws, including, but not limited to, anti-money laundering or terrorist financing laws, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.

2.3 Digital Wallets

In connection with certain features of the Services you may need to send cryptocurrency assets to or from a Digital Wallet. You represent that (a) you are entitled to use such Digital Wallet; (b) you own or have the authority to deploy any User Assets used in or by such Digital Wallet; (c) all User Assets you deploy, transfer, deposit, or otherwise make available in connection with our Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (d) no User Assets that you deploy, transfer, deposit, or otherwise make available in connection with the Services have been "tumbled" or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and the Company and its affiliates disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY AND ITS AFFILIATES DISCLAIM ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO THE PROTOCOL BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS.

2.4 Necessary Equipment and Software

You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

3. YOUR ASSUMPTION OF RISK

3.1 Risk of Financial Loss

WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT COMPANY IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by Company rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. Company may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. Company encourages you to periodically confirm the valuation of your User Assets and the accuracy of any User Asset Information through independent sources. Company does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets can be extremely volatile. Company makes no warranties as to the markets in which your User Assets are staked, transferred, purchased, or traded.

3.2 Cybersecurity Risks

You understand that like any other software, the Platform, the Software, and the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.

3.3 Expertise and Experience

You represent and warrant that you (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed and staked in connection with the Services; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; (iii) know, understand and accept the risks associated with your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that the Company and its affiliates will have no responsibility or liability for such risks.

3.4 General Risks of Blockchain Technology

In order to be successfully completed, any transaction involving your User Assets initiated by or sent to your Digital Wallet must be confirmed by and recorded on the applicable Supported Blockchain. Company has no control over any Supported Blockchain, and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and Company does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:

There are risks associated with using digital assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such digital assets may fluctuate in value. You accept and acknowledge that Company will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.

The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your User Assets.

Company makes no guarantee as to the functionality of any blockchain's decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules) that are unfavorable to your User Assets. You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the value and function of any of your User Assets staked on or to that Supported Blockchain.

Company makes no guarantee as to the security of any Supported Blockchain or Digital Wallet. Company is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain or Digital Wallet.

Any Supported Blockchain may slash or otherwise impose penalties on certain validators (including validators to which your User Assets have been deployed) in response to any activity not condoned by such Supported Blockchain, whether in accordance with the applicable Blockchain Rules or otherwise. You acknowledge and agree that the Company and its affiliates shall have no liability in connection with any such slashing or penalties, including any slashing or penalties that result in a loss or depreciation of value of your User Assets.

The Supported Blockchains are controlled by third parties, and Company is not responsible for their performance nor any risks associated with the use thereof. The Services rely on, and Company makes no guarantee or warranties as to the functionality of or access to, any Supported Blockchain, Digital Wallet, or Third-Party Service. Company does not control the Protocol and cannot control activity and/or data on the Protocol, including the validation of transactions, or any other use or access of the Protocol.

You control your Digital Wallet, and Company is not responsible for its performance, nor any risks associated with the use thereof.

4. USE OF THE SERVICES

4.1 License to the Services

Subject to the Agreement, Company grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by Company in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.

4.2 Updates

You understand that Services are evolving. You acknowledge and agree that Company may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.

4.3 Certain Restrictions

The Services are intended for your internal use only. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other "hidden text" using Company's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. Company, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services may terminate the licenses granted by Company pursuant to the Agreement.

4.4 Company Communications

By entering into this Agreement or using the Services, you agree, if applicable, to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Company and industry developments.

4.5 Third-Party Services

Certain features of the Services may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services, including those provided by affiliates of Company, but not provided by Company, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, our third-party identity verification providers, and your Digital Wallet (each, a "Third-Party Service" and, collectively, "Third-Party Services"). Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that (i) Company and its affiliates shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (ii) Company and its affiliates shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances, including without limitation the failure of a Supported Blockchain or other Third-Party Service.

4.6 Responsibility for Content

You acknowledge that all data, information, and other content ("Content"), including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through or in connection with any Services ("Your Content") and that other users of the Service, and not Company, are similarly responsible for all Content that they make available through the Service ("User Content"). Unless expressly agreed to by Company in writing elsewhere, Company and its affiliates have no obligation to store any of Your Content. Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Services

Except with respect to Your Content, you agree that as between you and Company, Company and its suppliers own all rights, title and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.

5.2 Trademarks

Company's stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of Company and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.3 Your Content

You grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of: (i) operating and providing Services to you; (ii) improving the Services; and (iii) developing new products and services; and you represent that you own or otherwise have all rights in and to Your Content necessary to grant the foregoing licenses. You agree that you, not Company, are responsible for all of Your Content that you make available on or in Services.

5.4 Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, discord, forum, or other pages or means ("Feedback") is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or Company's business.

5.5 Procedure for Making Claims of Copyright Infringement

It is Company's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Company by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner's behalf. Contact information for Company's designated agent for notice of claims of infringement is as follows: Amplify Labs Inc.; Amplify Labs Inc. c/o Pacifica Legal, PH The Century Tower, Via Ricardo J. Alfaro, Office 317, Panama City, Republic of Panama, [email protected], Attn: Copyright Agent.

6. USER CONDUCT

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to): (1) provide false or misleading information to Company; (2) use or attempt to use another User's Digital Wallet; (3) pose as another person or entity; (4) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; (5) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; (6) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (7) attempt to circumvent any content-filtering techniques we employ; (8) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (9) use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (10) bypass or ignore instructions that control all automated access to the Services; (11) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement; (12) carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services; (13) engage in or knowingly facilitate any "front-running," "wash trading," "pump and dump trading," "ramping," "cornering" or fraudulent, deceptive or manipulative trading activities, including: (a) trading User Assets at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such User Asset, unduly or improperly influencing the market price for such User Asset on the Services or any Supported Blockchain or establishing a price which does not reflect the true state of the market in such User Asset; (b) for the purpose of creating or inducing a false or misleading appearance of activity in a User Asset or creating or inducing a false or misleading appearance with respect to the market in a User Asset: (i) executing or causing the execution of any transaction in a User Asset which involves no material change in the beneficial ownership thereof; or (ii) entering any order for the purchase or sale of a User Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such User Asset, has been or will be entered by or for the same or different parties; or (c) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a User Asset; (14) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions except in strict compliance with applicable law; (15) use the Service to participate in fundraising for a business, protocol, or platform except in strict compliance with applicable law; (16) make available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (17) attempt to access any Digital Wallet that you do not have the legal authority to access; (18) use a VPN to circumvent any restriction set forth in this Agreement or any technical restrictions or limitations of the Services; (19) conduct any "Sybil attacks" to circumvent any circumvent any restriction set forth in this Agreement or any technical restrictions or limitations of the Services or manipulate any of the Services; (20) access the Services by any automated means; (21) collude with any other individual or entity to artificially inflate or manipulate any aspect of the Services; (22) engaging in behavior to self-refer or "farm" any of the Services. Any unauthorized use of any Services terminates the licenses granted by Company pursuant to the Agreement.

7. FEES

7.1 Fees

Access to the Website and certain Services is free. However, Company reserves the right to charge fees ("Fees") in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Company makes available, and you elect to purchase, any Services in connection with which Company charges Fees, you agree that you will pay Company all such Fees at Company's then-current standard rates. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.

7.2 Gas Fees

Company may sponsor Aptos Network Gas Fees for transactions performed by end-users involving the Decibel Protocol ("Sponsored Transactions"). Sponsored Transactions are provided at our sole discretion. We reserve the right to refuse, suspend, or terminate Sponsored Transactions for any user or transaction without prior notice. We may modify or discontinue Sponsored Transactions at any time, with or without notice. You acknowledge that continued access to the feature is not guaranteed.

You acknowledge and agree that regarding any Sponsored Transaction: (i) You remain the sole initiator and signer of the transaction; (ii) Company's role is strictly limited to acting as the "fee payer" to cover the network costs; (iii) Company does not and cannot verify, modify, or control the substance, destination, or value of your transaction; and (iv) Company's sponsorship of a transaction does not constitute an endorsement or approval of that transaction.

Sponsored Transactions are sent directly to the Aptos Network to process the transaction. Under no circumstances are these Gas Fees paid to you or any third party. The Sponsored Transaction feature is provided "as is" without warranties of uninterrupted or error-free service. Company does not accept, hold, or transmit funds on behalf of end users in connection with Sponsored Transactions, nor does Company act as a financial institution, money services business, or money transmitter. For all other transactions, you are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with, or effect any other use of, the Services. "Gas Fees" are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Company.

7.3 Taxes

You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on Company's net income).

7.4 Promotions

Company may from time to time make available certain conditional offers, airdrops, promotional prices, or discounted fees (each, a "Promotion") to new or existing users of the Services. The rules governing such Promotion will be made available in connection with such Promotion. Company will determine your eligibility for any Promotion in its sole discretion and may change the terms of or terminate a Promotion at any time, with or without notice to you.

7.5 Currency

You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.

7.6 Payment Processing Services

Company may add or change any payment processing services at any time. Such services may be subject to additional terms or conditions.

8. INDEMNIFICATION

You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a "Company Party" and collectively, the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services (including any Software); (c) your violation of the Agreement, including any of your representations or warranties hereunder; (d) your violation of any rights of another party, including any Users; (e) your failure to provide accurate or complete data in connection with your use of the Services; or (f) your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses. This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party's fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of the Agreement and/or your access to Services.

9. RELEASE

TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE COMPANY PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.

To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You acknowledge that the releases in these Terms are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.

10. DISCLAIMER OF WARRANTIES AND CONDITIONS

10.1 As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. COMPANY PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.

COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROTOCOL OR YOUR USE OF THE SAME. THE COMPANY PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD-PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.

THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

FROM TIME TO TIME, COMPANY MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT COMPANY'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

COMPANY IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR ANY DIGITAL WALLET. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN "EXPERT" UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER COMPANY NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.

10.2 No Liability for Conduct of Third Parties

YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. COMPANY SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND COMPANY'S CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES.

10.3 No Liability in Connection with Open-Source Software

Notwithstanding anything to the contrary in these Terms, you acknowledge and agree that any software or services you access under the terms of an OSS License is at your own risk, and the Company and its affiliates shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond Company and its affiliates' control, including without limitation through your use of any Content under the terms of an OSS License.

10.4 No Liability for Third-Party Materials

As a part of the Services, you may have access to materials that are hosted or made available by another party, including User Content. You agree that it is impossible for the Company to monitor such materials and that you access these materials at your own risk.

10.5 Forks and Airdrops

10.5.1 Forks

You acknowledge and agree that the underlying protocols of the Supported Blockchains (including the Aptos network) are subject to sudden changes in operating rules, and may occasionally result in "forks," which may result in the creation of one or more alternative versions of the blockchain or the division of a digital asset into two or more assets. Company has no control over these events. You agree that: (i) Company may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of a forked protocol entirely; (ii) Company assumes no responsibility to assist you in moving or selling assets on an unsupported branch of a forked protocol; and (iii) Company shall not be liable for any lost value or missed opportunities resulting from its decision to support or not support a particular fork.

10.5.2 Airdrops and Distributions

From time to time, third parties or the Protocol itself may distribute new tokens, "airdrops," or other assets to holders of certain cryptocurrencies or users of the Protocol. Company has no obligation to support, claim, or distribute these airdrops to you. You acknowledge that to claim such assets, you may need to interact directly with the Protocol or the Supported Blockchain using your Digital Wallet, independent of the Company Interface. If you rely solely on the Company Interface, you risk forfeiting your ability to claim these assets, and Company bears no liability for such forfeiture.

11. LIMITATION OF LIABILITY

11.1 Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF USER ASSETS, (b) THE USE OR INABILITY TO USE SERVICES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SUPPORTED BLOCKCHAIN; (f) ANY USE OF THE PROTOCOL, OR (g) ANY OTHER MATTER RELATED TO SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.2 Cap on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY'S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.3 User Content

THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

11.4 Exclusion of Damages

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.5 Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY (INCLUDING THE COMPANY PARTIES) AND YOU.

12. MONITORING AND ENFORCEMENT

If Company becomes aware of any possible violations by you of the Agreement, Company reserves the right to investigate such violations. If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Digital Wallet and other Registration Data, in Company's possession in connection with your use of Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

13. TERM AND TERMINATION

13.1 Term

The Agreement commences on the date when you accept the Agreement (as described in the preamble above) and remain in full force and effect while you use Services, unless terminated earlier in accordance with the Agreement.

13.2 Prior Use

Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.

13.3 Termination of Services by Company

Company reserves the right to terminate this Agreement and your access to the Services at any time, for any or for no reason, with or without notice to you.

13.4 Termination of Services by You

If you want to terminate the Services provided by Company, you may do so by (a) notifying Company at any time and (b) ceasing all further use of the Services. Your notice should be sent, in writing, to Company's address set forth below.

13.5 Effect of Termination

Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Company and its affiliates will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.

13.6 No Subsequent Registration

If your ability to access the Services, is discontinued by Company due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access the Services, and you acknowledge that you will not be entitled to receive a refund for any Fees related to those Services to which your access has been terminated.

14. INTERNATIONAL USERS

Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Company intends to announce such Services or Content in your country. Company makes no representations that Services are appropriate or available for use in any particular location. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.

15. DISPUTE RESOLUTION

Please read this Section 15 (the "Arbitration Agreement") carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

15.1 Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement (including Section 15.2, which shall apply notwithstanding any laws or rules in your jurisdiction that may prohibit mandatory or compelled arbitration), you and Company agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a "Dispute") will be resolved by binding arbitration, rather than in court, except that: (1) you and Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.

15.2 Informal Dispute Resolution

There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement ("Informal Dispute Resolution Conference"). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference ("Notice"), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to the contact information set forth below. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party's Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

15.3 Waiver of Jury Trial

YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled "Applicability of Arbitration Agreement" above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

15.4 Waiver of Class and Other Non-Individualized Relief

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Subsection 15.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts of Panama, sitting in Panama City. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.

15.5 Rules and Forum

You and Company agree that any Dispute shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution ("ICDR") in accordance with its International Arbitration Rules. The seat and place of arbitration shall be Panama City, Panama. The language of the arbitration shall be English. The ICDR Rules are available at www.icdr.org. A Request for Arbitration must include your name, contact details, the applicable Digital Wallet address, and a description of the Dispute.

15.6 Arbitrator

The arbitrator will be either a retired judge or an attorney seasoned in international commercial law and will be selected in accordance with the ICDR Rules. The arbitrator shall, where possible, have experience with blockchain or digital asset-related disputes.

15.7 Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including any claim that all or part of this Arbitration Agreement is unenforceable or void. The award shall be final and binding, and judgment may be entered in any court having jurisdiction.

15.8 Attorneys' Fees and Costs

The parties shall bear their own attorneys' fees and costs unless the arbitrator finds that the substance of the Dispute or the relief sought was frivolous or brought for an improper purpose. Company is committed to consumer accessibility; if your claim is for less than $10,000 USD, Company will reimburse your filing fees and pay the arbitrator's costs unless the claim is found to be frivolous.

15.9 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address set forth below, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address, Digital Wallet address (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

15.10 Invalidity, Expiration

Except as provided in Subsection 15.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

15.11 Modification

Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Company at the address set forth in Section 16.10, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

15.12 Confidentiality

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

15.13 Survival of Agreement

This Arbitration Agreement will survive the termination of your relationship with Company.

16. GENERAL PROVISIONS

16.1 Independent Contractors

The relationship of Company and you under this Agreement is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Services shall not imply, suggest, or otherwise attempt to create an employment relationship between Company and you.

16.2 Electronic Communications

The communications between you and Company may take place via electronic means, whether you visit Services or send Company e-mails, or whether Company posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.

16.3 Release

You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Services.

16.4 Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.5 Force Majeure

Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.6 Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to Services, please contact us at: [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.7 Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of the Republic of Panama, sitting in Panama City.

16.8 Governing Law

THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF PANAMA, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

16.9 Choice of Language

It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

16.10 Notice

Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address. In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Company's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Company at the following email address: [email protected]. Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

16.11 Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.12 Severability

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

16.13 Export Control

You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws.

16.14 Entire Agreement

The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

CONTACT US

If you have any questions about these Terms, please contact us at: [email protected].