VESPR Service Agreement

Last updated: August 14th, 2024

THIS SERVICE AGREEMENT (this “Agreement”) is made between Digitalblock Labs LTD (the “Company”, “we”, “us” or “our”) and any person or entity (“User”) who downloads, utilizes, or operates any component of the digital wallet management tool known as the VESPR Wallet application (as described further at https://vespr.gitbook.io/vespr), which consists of both software and the ‘Services’ (as defined under Section 1.1 of this Agreement), and which are licensed to you by the Company, as well as any and all data processing services, applications, content, or communication services provided or maintained in connection with the software or the Services (altogether, the “App,” which is made available to you without cost, subject to and as limited by this Agreement). In this Agreement, the Company and User are collectively referred to as the “Parties.” By clicking a button or checkbox to accept and agree to this Agreement, or accessing, using, or installing any part of the App, User expressly agrees and consents to be legally bound by all terms of this Agreement and any additional terms, rules, or conditions of service issued by the Company at any point in the future. If User does not agree to all terms of this Agreement, then User shall immediately cease accessing and using the App and uninstall the App because User is not authorized to access, use, or install any part of the App.

IMPORTANT NOTICE: Although the App has undergone beta testing and is continuously improved based on feedback from beta testers and the software developer community that engages with the App, the Company cannot guarantee the App will be free of errors or risks. User acknowledges that User’s use of the App and any Services (defined in Section 1.1, below) is at User’s own risk and discretion. Accordingly, User acknowledges and accepts the Company’s express disclaimer of all risks in connection with use of the App under Section 1.3 of this Agreement. User also acknowledges and accepts the Company’s express disclaimer of all warranties in connection with use of the App under Section 6, including but not limited to any warranty that the App is fit for its intended use or any other particular purpose. Additionally, User acknowledges the conspicuous notice included under Section 11.4 and accepts that, to the fullest extent permitted by law, any legal claim brought in an attempt to enforce the rights or obligations of either of the Parties under this Agreement is subject to binding provisions requiring that claim to be brought through private arbitration.

1. Rights & Obligations

1.1. The Services

The App tools enable User from their own computer, mobile phone, or other internet browsing device to (i) create and manage one or more noncustodial (unhosted) digital asset wallets exclusively locally, on their device, and to which securing access is within User’s sole control and responsibility, (ii) interact with such digital wallets to securely store ADA (the native token of Cardano) and other virtual currencies, cryptographic tokens, and digital assets belonging to User (collectively, “Digital Assets”) using User’s own device or (if supported) using User’s own device and hardware wallet to encrypt access; (iii) connect such digital wallets to engage with decentralized applications, including but not limited to decentralized exchanges (collectively, “dApps”); (iv) use a web browser, submit instructions, or broadcast database transactions to digital asset networks and dApps, and access web addresses and information related to digital asset networks; and (v) engage with additional functionalities that might be periodically introduced to the App (these App functionalities collectively, the “Services”). The App does not constitute, include, or provide User with access to an account of any kind, because neither the Company nor any third party serves as any kind of intermediary, financial services provider, or custodian of Digital Assets.

1.2. User Responsibilities

User agrees that User alone is responsible for providing, maintaining, and ensuring compatibility with the App, as well as the working function of all hardware, software, electrical, and other inputs necessary to support User’s use of the App, including but not limited to telecommunications and internet access connections and links, web browsers, any hardware wallets, and other equipment, programs, and services required to access and use the App. User also agrees that User alone is responsible for the security, confidentiality, and integrity of all information and content that User receives, transmits, or stores using the App, their device(s), or their wallet(s), including but not limited to in connection with the authorized or unauthorized access by any third party to User’s digital wallet, credentials, or Digital Assets. User additionally agrees that User alone is responsible for the instructions or operations that User submits to dApps or third parties via connection to the App and that the Company is not liable to you for any harm caused by any errors (including but not limited to any incomplete or misleading information), damages, fraud, or malfeasance in relation to your use of dApps or third-party services, with or without connection via the App. Both inside and outside the scope of User’s use of the App, User agrees to bear all responsibility for the confidentiality and safekeeping of all User’s security devices, information, private keys (including but not limited to any seed or recovery phrases), passwords, and other credentials. Importantly, as disclaimed in Section 1.3, because solely User is responsible for all User credentials, if User misplaces, destroys, or deletes any such credentials, the Company cannot assist User with restoring access to the credentials or to any digital wallets created or managed by User using the App or User’s credentials. User is also responsible for paying all fees and taxes incurred as a result of User’s access to or use of the App in accordance with Section 2 of this Agreement.

1.3. RISK WARNINGS; DISCLAIMER

IMPORTANT NOTICE: User acknowledges and accepts all possible risks in connection with User’s use of the App or any component or feature offered in connection with the App, including but not limited to risks of potential errors or loss of Digital Assets. User acknowledges this conspicuous disclaimer and agrees that, pursuant to Section 7 of this Agreement, the Company is not liable to User for any potential harm User might suffer in connection with Digital Assets or User’s use of the App. User understands that User alone is responsible for safekeeping User’s passwords, PINs, private keys, redemption keys, shielded vending keys, backup recovery mnemonic passphrases, passcodes, and any other credentials necessary for User to access or use the App, any related information, or Digital Assets, including but not limited to any voucher or fungible or nonfungible cryptographic token. By using, accessing, or downloading the App or any Services, User expressly acknowledges and accepts these and all related risks (including but not limited to any other risks about which User is notified via the App interface or other electronic means). Accordingly, User also acknowledges, understands, and agrees to each of the following:

  1. the Company is under no circumstances responsible for transferring, safeguarding, or maintaining the Digital Assets or any of User’s private keys or other credentials used to access or use the App or any Services (or in connection with use of any third-party service or system, including but not limited to any dApp, or interaction with any Stake or Partner Stake Pool, as those terms are defined in Section 13), and the Company is not liable to User whatsoever (or to the fullest extent permitted by applicable law) for any loss or impairment to the Digital Assets or any other losses or damages allegedly suffered by User or any other person;

  2. this disclaimer of responsibility extends to any losses or damages that might be the result of any delay, unavailability, disruption, malfunction, action, or inaction in connection with the Company’s operations, any third party, any component of the App, any Services, User’s credentials, or any underlying digital asset network infrastructure or systems, regardless of whether the losses or damages are due to malfunctions or bugs within or outside of the Company’s systems or any other causes;

  3. any or all Digital Assets will be inaccessible and unrecoverable if User (or any authorized representative of User or any co-signing authority) loses the ability to access any one or more of the following:

    1. certain components or features of the App or the Services,

    2. any digital wallet created or managed by User or any other person using the App or with User’s credentials (or any other component or feature available in connection with the App or any Services), or

  4. any device, private keys, or other credentials necessary to access or manage any such digital wallet, such as where User has not separately stored a backup of the digital wallet or the credentials (including but not limited to instances of any lost seed or recovery phrase, or of any failure to manually transfer encryption keys and restore wallets after migration to a new device but before erasure from the existing device);

  5. User alone bears the risk of any losses or damages resulting from the use of, not only the App and any Services but also, any third-party services, software, or systems, including but not limited to where User’s interaction with any DEX aggregator, dApp, or other service or system might (a) have a significant impact on the market price of any of the Digital Assets, (b) involve the transfer of fake or fraudulent tokens, (c) involve the transfer of tokens to an incorrect address or to an unsupported digital wallet or third-party service or in connection with unsupported Protocols (regardless of whether the transfer is the result diminished or failed address resolution via the App or any Services or otherwise), or (d) encompass high or unfavorable fees or quotes for various transactions, trades, or other requested operations;

  6. all operations (including but not limited to transaction requests) carried out in connection with User’s submission of instructions via the App, through any dApp, or to any Protocols (including but not limited to Cardano or any other digital asset network) are irreversible; and

  7. neither the Company nor any of its shareholders, directors, officers, employees, contractors, affiliates, or agents can guarantee confirmation of any database transaction or retrieve User’s private keys or passwords if the User loses or forgets them.

1.4. Access Rights; Limitations

User is granted a limited, nonexclusive, non-sublicensable, and non-transferable right and license to access and use the App, including the Services, for the lawful purpose or purposes expressly permitted by the Company in writing; provided, however, that User at all times when accessing or using the App shall do so only as provided in this Agreement and in accordance with the App’s technical documentation (available at https://vespr.gitbook.io/vespr). User agrees that from time to time the App might be inaccessible or inoperable for any reason, including but not limited to any of the following potential causes:

  1. the error or malfunction of User’s device or of any hardware or equipment maintained by the Company or any third party in connection with the App or the Services,

  2. the performance of periodic maintenance procedures or repairs the Company may undertake from time to time,

  3. errors, repairs, or downtime experienced on the App or any digital asset network, dApp, or other independent or third-party service, software, or system on which accessibility to the Services might rely,

  4. changes to the ability of the App to be made available for access, download, update, or support in certain jurisdictions or geographies by reason of any law, regulation, rule, or condition imposed by any government, service provider, or other authority,

  5. the direct or indirect disablement of App (such as through implementation of automatic firewalls) by the Company or by any one or more government offices, internet service providers, or other authorities for any reason, including but not limited to in instances of exercise of police power or perceived risks of spam or server attacks, or

  6. causes that are beyond the Company’s control or not reasonably foreseeable by the Company.

1.5. Privacy

When reasonably practicable, the Company will attempt to respect User’s privacy. The Company will not monitor, edit, or disclose any personal information about User, including any nonpublic information about User’s use of the App, without User’s prior consent unless the Company believes in good faith that monitoring, editing, or disclosure is necessary to (i) comply with legal process or other legal or regulatory requirements enforceable by any governmental authority; (ii) protect and defend the Company’s rights or property; (iii) enforce rights or obligations under this Agreement; (iv) protect the interests of users of the App (other than User) or any other person; or (v) operate or conduct maintenance and repair of the Company’s services or equipment, including the App, as authorized by law. Importantly, the Company does not capture, store, transfer, or process any sensitive User information that is transmitted to dApps or other third-party services or platforms by means of the App; the Company uses limited User-related information and only as necessary to monitor for errors and track the performance of the App and applicable servers, or to track growth and related analytics by monitoring and aggregating numbers of App users and their locations over time. User acknowledges and agrees that, notwithstanding the foregoing, due to the public nature of blockchain networks, the Company cannot guarantee, and nor can User expect, a reasonable expectation of privacy in connection with access to, use of, or download of the App or any Services, in whole or in part. Importantly, certain User-specific information (such as User’s IP address) might be transmitted and recorded together with or as part of each message, instruction, database transaction, or other information that User sends from or using the App.

2. Taxes & Fees

User alone is responsible for paying all currency conversion charges, third-party fees, sales tax, use tax, value-added tax, personal property tax, or other tax, duty, or levy of any kind, including any interest and penalties on amounts owed (including whether now or hereafter imposed by any governmental entity) and any fees incurred by User by reason of User’s access to, use of, or installation of the App.

3. User Representations

User represents and warrants each of the following to the Company now and for the duration of the term of this Agreement:

  1. if User is a natural person, User is at least 18 years old;

  2. if User is entering into this Agreement on behalf of an entity, User has the power and legal authority to enter into this Agreement and bind that entity, as well as to perform User’s obligations under this Agreement;

  3. all information provided by User to the Company or otherwise in connection with access to or use of the App is truthful, accurate, and complete;

  4. any additional information required for User’s continued access to, use of, or installation of the App will be truthful, accurate, and complete;

  5. User will comply with applicable governmental restrictions, including export control laws, antiterrorism laws, sanctions, and embargoes;

  6. accordingly, User is not the subject of any applicable governmental restrictions, and User’s use of the App in no way violates any such restrictions, including but not limited to those restrictions promulgated or adopted by the UN Security Council, European Union member nations, the United Kingdom, the United States (including but not limited to sectoral or comprehensive sanctions or embargoes, as well as sanctions against specifically designated nationals and blocked persons maintained by the U.S. Treasury’s Office of Foreign Assets Control), and any other applicable national, provincial, federal, state, municipal or local governmental restrictions (each as they might be amended from time to time);

  7. User will comply with all other applicable laws, regulations, and rules of any competent authority or jurisdiction in connection with User’s access to, use of, or installation of the App;

  8. User will comply with all terms and conditions of this Agreement and abide by all corresponding restrictions, including but not limited to the prohibitions set forth under Section 4 of this Agreement; and

  9. User will comply with, not only the terms of the limited license granted under Section 1.4 of this Agreement, but, also, the terms of all other applicable open-source licenses and source availability licenses, such as where any third-party code or software might be integrated into any component of the App or any Service and that code or software is the subject of one or more open source licenses (altogether, the “Applicable Licenses”);

  10. User will immediately cease accessing or using the App and delete or return all software components underlying the App in the event any of the above representations ceases to be true.

4. Prohibited Use

User’s use of the App and any App component or feature must at all times be in compliance with the Applicable Licenses and all applicable laws, regulations, and rules. User alone is responsible for any and all acts or omissions that occur in connection with User’s access to or use of the App and User’s digital wallet, security information, keys, passwords, or other credentials. User acknowledges and understands that, unless expressly permitted in accordance with any other of the Applicable Licenses, User is strictly prohibited from engaging in any prohibited activities and agrees not to engage (or attempt to engage) in any of these prohibited activities in connection with User’s access to or use of any component of the App, including but not limited to the following:

  1. reverse engineer (solely except to the extent permitted by applicable law), decompile, or disassemble any component of the App or the Services,

  2. otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms used as part of or to support provision of the Services,

  3. modify, translate, or create derivative works based on the Services,

  4. make the Services available for use by any person or organizations other than User or for any other prohibited purpose or use,

  5. sell, resell, license, sublicense, distribute, rent, or lease any component of the Services to any third party,

  6. disseminate, store, or transmit unsolicited messages, chain letters, or unsolicited commercial email,

  7. disseminate or transmit material that to a reasonable person could be considered abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious,

  8. disseminate, store, or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person,

  9. create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication,

  10. export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of any applicable jurisdiction, or without all required approvals, licenses or exemptions,

  11. interfere, disrupt or attempt to gain unauthorized access to other accounts on the App or any other computer network,

  12. disseminate, store or transmit viruses, Trojan horses or any other malicious code or program,

  13. publicly disseminate information from any source regarding the performance of the Services,

  14. create a substitute or similar service through User’s use of or access to the App or any Services, or

  15. engage in, promote, or encourage any illegal activity or any activity meant to further or promote any unlawful or fraudulent purpose.

5. Term & Termination

5.1. Agreement Term.

The term of this Agreement will commence on the Effective Date and continue in full force for so long as the User engages in any access to, use of, or installation of any component of the App or any Services, or until terminated by the Company pursuant to Section 5.2(iii).

5.2. Termination or Suspension.

The Company reserves the exclusive right, in its sole discretion and without notice, at any time and for any reason, to do any or all of the following:

  1. permanently remove or disable User’s access to, use of, or download of all or any portion of the App or any Services,

  2. temporarily or indefinitely suspend User’s access to, use of, or download of all or any portion of the App or any Services, or

  3. terminate this Agreement.

6. DISCLAIMER OF WARRANTIES

IMPORTANT NOTICE: The App is provided ‘as is,’ without warranty of any kind, express or implied. Use of the App is at User’s sole risk. The Company does not warrant that the App or availability of any Services will be uninterrupted, error-free, or free of harmful components. The Company also does not make any warranty as to any particular results that might be obtained by access to or use of the App or any Services. The Company makes no other warranties of any kind, express or implied. Additionally, the Company expressly disclaims any warranty of merchantability, warranty of suitability for a particular purpose, warranty of title or interest, warranty of non-infringement, or warranty that any content will be secure or not otherwise lost or altered.

7. Limitation of Liability

7.1. Limitation Scope; Disclaimer.

In no event will the Company (or any of the Company’s shareholders, directors, officers, employees, affiliates, or agents or any of its or their respective service providers) be liable to User or any third party for any use, interruption, delay, or inability to use the App, or for lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security. This limitation of liability extends to any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not they were advised of the possibility of such damages. In no event will the Company (or any of the Company’s shareholders, directors, officers, employees, affiliates or agents, or any of its or their respective service providers) be liable for any claim, damages, or other liability, whether in an action of contract, tort or otherwise, arising from or in any way related to the User’s access to, use of, or installation of the App or any Services or the Digital Assets. The scope of this limitation to liability extends to (but is not limited to) liability for losses to any of the Digital Assets or any other loss, damage, or injury allegedly suffered by User or any other person or entity as a result of any disruption, delay, malfunction, bug, unauthorized access, theft, or any other matter relevant to risks assumed by User under Section 1.3 of this Agreement, or as a result of any disruption, delay, malfunction, bug in connection with any third-party service or system under Section 10, including but not limited to in connection with any unsupported branch of a forked Protocol (defined under Section 10(iv)).

7.2. Liability Capped.

To the fullest extent permitted by applicable law in connection with matters outside the scope of liability disclaimed under Section 7.1, in no event will the Company (or any of the Company’s shareholders, directors, officers, employees, affiliates, or agents or any of its or their respective service providers) be liable for any amount greater than an equivalent to the estimated fair market value (calculated in consideration of any constraints on token liquidity) of the number of Cardano tokens (ADA) either that are held in the User’s wallet(s) secured by the App at the time of the event giving rise to a claim against the Company or that are lost by User as a consequence of the event giving rise to a claim, whichever value is lower.

7.3. Interpretation.

The limitation of liability described under this Section 7 will apply to the fullest extent allowable by applicable law. Some jurisdictions prohibit the exclusion or limitation of incidental or consequential damages, so this limitation of liability might not apply fully to User, though solely to the extent prohibited by law; this limitation of liability otherwise applies unrestricted and should be interpreted to the exclusion only of prohibited terms.

7.4. Exclusive Remedy.

If the User is dissatisfied with the App, the User’s sole and exclusive remedy is for User to discontinue access to and use of the App and uninstall its software components.

8. Indemnification

User agrees to indemnify, hold harmless, and defend the Company, including its shareholders, directors, officers, employees, affiliates and agents (“Indemnified Parties”), from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorney’s fees, asserted by any person and arising out of or relating to any of the following: (a) this Agreement; (b) User’s access to, use of, or installation of the App or any Services, including any data or work transmitted or received by User or any other person or entity whose access, use, or installation is enabled by User; or (c) any prohibited use of the App (as described under Section 4 of this Agreement) by any person or entity, including, without limitation, any statement, data, or content made, transmitted, or republished by User or any person. User’s indemnification includes express indemnification of the Company and all Indemnified Parties for any allegations of negligence (including gross negligence) or other misconduct made against the Company or any of the Indemnified Parties. Additionally, in the event of any dispute involving one or more users of any third-party services or systems described under Section 10, User releases all Indemnified Parties from any and all claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in connection with that dispute.

9. Intellectual Property Rights

The Company retains all right, title, and interest in and to all the Company’s intellectual property assets, including but not limited to all copyright, patent, trade secret, brand, logo, and trademark rights in and to the App (subject only to any of the Applicable Licenses), as well as all other of the Company’s software, code, proprietary methods, technologies, and other proprietary rights of any kind, wherever located throughout the world (collectively, the “Intellectual Property Rights”). The Intellectual Property Rights encompass all rights in or related to the Company’s brands, logos, and trademarks, including but not limited to VESPR, VESPR Wallet, VESPR Cryptocurrency Wallet, VESPR App, and variations of the wording of the aforementioned brands, logos, and trademarks. The Company’s rights extend to all App and Services-related software, source code, object code, firmware, custom kernels, algorithms, features, applications, utilities, interfaces, graphical user interfaces, databases, data collections, and data compilations (as well as all other types of code and development) in or related to the App.

User acknowledges and agrees that the Intellectual Property Rights (and the Company’s assets or other property underlying those rights) are the sole and exclusive property of the Company and that the User does not acquire any ownership rights in any of the Intellectual Property Rights (or underlying property) by downloading, installing, accessing, or using the App or any Services, or by any other means. Any use of the Company’s Intellectual Property Rights, including but not limited to reproduction, redistribution, transmission, publication, broadcast, or derivative works, without explicit written permission from the Company, is strictly prohibited.

User acknowledges that all the Intellectual Property Rights in the App and all Services (as well as in all modifications, enhancements, and updates thereto, whether made by the Company or any third party), are owned by the Company. User agrees not to challenge, directly or indirectly, the terms of the Applicable Licenses or the Company’s ownership of or title to the Intellectual Property Rights (or any underlying property). Any rights not expressly granted in this Agreement are reserved by the Company.

10. Third-Party Services & Systems

In accessing, using, or downloading any component of the App or any Services, User might be directed to use a dApp or other services, software, or systems, of one or more third parties. All services, software, and systems that are made available as a result of the efforts of a third party (or combination of third parties) are operated independently from the App and any Services and are not under the Company’s influence or control. The fact that some third-party services, software, or systems might by listed on, linked through, or incorporated into any component of the App or any Services should not be interpreted to establish any association, joint venture, agency relationship, or partnership between the Company and any third party. Accordingly, no such third party will have any right, power, or authority to enter into any agreement or undertaking for, to act on behalf of, or to otherwise bind the Company. Accordingly, User acknowledges and agrees to each of the following:

  1. the Company will under no circumstances be responsible or liable for any aspect of the information, content, or materials contained in any third-party services, software, or systems, or on any third-party sites referred, accessed, or linked in connection the App or any Services;

  2. User’s use of all third-party services, software, or systems is at User’s own election, and is subject to the separate policies, terms of use, and fees of the applicable third parties;

  3. the Company does not endorse, certify, or exercise control over any third-party services, software, or systems or make any representations as to their safety, reliability, or performance;

  4. the Company is not responsible for the availability or function of any of the protocols or systems (the “Protocols”) underlying any digital asset network, software, service, or dApp or other application made available due to the efforts of any third party (or combination of third parties), including but not limited to in connection with any operation involving the Digital Assets requested via or in relation to the App or any Services);

  5. the Company makes no guarantee of the functionality, security, or availability of the Protocols or any other third-party services or systems;

  6. the Protocols could be subjected to sudden changes in operating rules (called “forks”), which have the potential to materially affect the value or function of the one or more Digital Assets that User stores or interacts with using the App or any Services; or

  7. in the event of a fork in any of the Protocols, the Company may, in its sole discretion, do any of the following: (a) temporarily suspend operability of any component of the App or any Service (with or without notice to User); (b) configure or reconfigure relevant source code, systems, or procedures; or (c) cease support for the forked Protocol entirely.

11. Miscellaneous

11.1. Amendment

The Company, at its sole and exclusive discretion, retains the right to alter, revise, or modify this Agreement at any time. User is responsible for periodically returning to this page and reviewing this Agreement for any amendments or modifications that might affect User or any of User’s rights or obligations. The Company will make a reasonable attempt to alert User to significant changes by available means such as (but not limited to) by posting the updated Agreement on the Company’s website, available at https://vespr.xyz/ (the “Site”), or by sending a notification through the App. Any changes to this Agreement will be effective immediately when the updated Agreement is published on the Site unless stated otherwise. User’s continued use of the App or any Services following the publication of an updated Agreement signifies User’s acceptance of any changes and agreement to be bound by them. If User disagrees with the updated Agreement, then User’s sole recourse is to discontinue access to and use of the App and all Services. As the App and Services might evolve or improve, the Company may, in its sole discretion, alter, suspend, or discontinue all or any part of the App or any Services at any time, for any reason (or for no reason), and without providing any prior notice or accepting any liability.

11.2. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, this Agreement will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the restricted provision, part, sentence, or clause will be deemed to be deleted. Any modification to or deletion of a provision or term under this Section 11.2 will not affect the validity and enforceability of the rest of this Agreement.

11.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the Parties. User represents and warrants that User is not relying upon any statements, understandings, representations, expectations, or agreements other than those expressly set forth in this Agreement.

11.4 NOTICE OF BINDING ARBITRATION; APPLICABLE LAW

IMPORTANT NOTICE: User agrees that any and all disputes or claims against any person arising out of or in any way related to this Agreement, or to access to, use of, or installation of the App by User or any other person will be governed and construed in accordance with the laws of the British Virgin Islands (U.K.), and such disputes or claims will be subject to binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Rules. The arbitration will take place in British Virgin Islands, and relevant arbitration proceedings will be held in the English language.

11.5 Language

Any translation of this Agreement is made for purposes of local reference only. In the event of any inconsistency between the English (U.S.) version and any version in any other language, the English (U.S.) version of this Agreement will prevail and govern in all respects.

11.6 Interpretation of Notices & Disclaimers

Bolded language contained within any entire paragraph, part, or Section of this Agreement is intended to make that language as conspicuous as if true to the drafting tradition by which every letter of every word is capitalized, except clearer and more legible.

12. International Users

User acknowledges that the App and Services are intended for use by persons worldwide. By accessing, using, or installing the App, User agrees to comply with all applicable local laws and regulations in their jurisdiction. User alone is responsible for ensuring that use of the App and Services (by User and any authorized representative or cosigner) is conducted in accordance with the laws of their domicile or country of residence. The Company will not be held liable for any User violations of local laws or regulations, and any consequences arising from such violations will be exclusively the responsibility of User. The Company reserves the right, in its sole discretion, to restrict or deny access to, use of, or download of the App and Services for Users from certain countries or jurisdictions without providing any prior notice.

13. Delegation and Staking

13.1 Rewards

The potential rewards a User may accrue through delegation are influenced by various factors, including but not limited to the level of User participation, stake pool profit margins, and the volume of ADA or other of the Digital Assets being delegated. The Company provides no guarantee the delegation will yield any rewards for the User, because the outcome is contingent on the aforementioned factors.

13.2 Delegation

User retains the autonomy to delegate their stake of ADA or other certain of the Digital Assets to a third-party stake pool. The decision to delegate any of the Digital Assets, or to delegate any particular volume of stake of the Digital Assets (a “Stake”), to a stake pool is solely the decision of User, who may augment or diminish their participation level at any time. User acknowledges and understands that information the Company publishes or provides to User concerning stake pools, including but not limited to any information about performance metrics or rewards, might not reflect the actual figures purported and, although potentially helpful in representing past performance, does not guarantee similar or equivalent opportunities for returns in the future. Delegating any Stake does not entitle User to automatically receive rewards.

13.3 Partnered Stake Pools

The Company may form collaborations or strategic partnerships with selected third-party stake pools (if and as available, the “Partner Stake Pools”). The Partner Stake Pools will be identifiable via the App interface, but the Company makes no representations or warranties concerning the performance, reliability, or security of the Partner Stake Pools, and User’s interaction with such pools is at User’s own risk. The Company will not be responsible for any loss or damage of any kind incurred as the result of any use of the Partner Stake Pools. Any rewards indicated or accrued to User from any of the Partner Stake Pools are subject to the terms and conditions set by the protocol or operator underlying the applicable Partner Stake Pool.

13.4 Redeeming Rewards

User exclusively assumes responsibility for the payment of all taxes, fees, or levies applicable to rewards accruing to or received by User, as well as any additional taxes that might apply to the redemption of rewards in connection with any Stake. The Company assumes no responsibility for any tax implications resulting from User’s receipt or use of rewards.

14. Contact

If User has any questions about this Agreement, then User can contact the Company in writing by sending an email to [email protected].