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Terms and Conditions

Terms of Use

LAST UPDATED: DECEMBER 11, 2024

These terms of use (these "Terms" or this "Agreement") govern your access to and use of www.lingocoin.io ("Site") and constitute a legally binding agreement between us and you, any entity you represent, or any individual accessing or using the Site (each a "User", "you" or "your"). Each of Blockstar Holdings Ltd ("Lingo", "we" or "us") and you is a "Party" and collectively the "Parties".

1. AGREEMENT TO THESE TERMS

  1. Please read these Terms carefully before using the Site. By accessing or using the Site in any manner, you:
    1. accept and agree to these Terms and any amendment to these Terms that may be made by us from time to time;
    2. consent to the collection, use, disclosure and other handling of information as set forth in our Privacy Policy, provided that for the purpose of these Terms, references to “Blockstar Holdings Ltd" in the Privacy Policy shall refer to us; and
    3. accept and agree to any Anti-Money Laundering and Counter-Terrorist Financing and Know-Your-Client Policy ("AML/KYC Policy") and any other mandatory policies notified to you from time to time (the Privacy Policy, AML/KYC Policy and any other mandatory policies are each a "Policy") and any amendment thereto that may be made by us from time to time.
  2. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SITE.
  3. When you use the Site, you may also be using the services of one or more third parties, your use of any third-party services will be subject to the privacy policies, terms of use and similar policies and terms, and fees (if any) of the relevant third party service providers.

2. ELIGIBILITY TO ACCESS OR USE THE SITE

By accessing or using the Site, you further represent and warrant to us that:

  1. You are at least 18 years old or have attained such age of age of majority and contractual capacity in your jurisdiction of residence;
  2. You have read carefully in full these Terms and our Policies (to the extent applicable) to which you consent; additionally, you also confirm that you have performed reasonable due diligence with regard to us, the Site, and that you have, if and to extent you deem necessary, sought independent financial and/or legal advice;
  3. If you are entering into this Agreement on behalf of any entity, you have the legal authority to do so and bind such entity to these Terms; and
  4. You, your entity or financial institution, or any party that owns or controls you, your entity or financial institutions, are (i) not subject to any embargo, sanctions or otherwise included on any list of designated prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the United States Government (i.e., the Specially Designated Nationals List, Foreign Sanctions Evaders List of the United States Department of Treasury, Entity List, Denied Persons List and Unverified List of the United States Department of Commerce), the United Kingdom Government (i.e., HM Treasury’s financial sanctions regime), the European Union or any of its Member States, or other applicable government authority and (ii) not located in any country subject to any comprehensive sanctions program implemented by the United States Government.

You undertake to us that you will do all things reasonably necessary to ensure continuing compliance with this Section 2, such that each of the representations and warranties made shall continue to be true.

If at any time Blockstar Holdings Ltd becomes aware that you misrepresented, or breached any warranty or undertaking, given in this Agreement, Blockstar Holdings Ltd may in its sole discretion deny you access to all or part of the Site.

3. AMENDMENT TO THESE TERMS

  1. We reserve the right to amend or modify these Terms or any Policy at our sole discretion at any time by publishing such amended or modified Terms on the Site. Any and all modifications or changes will become effective upon publication and you agree and acknowledge that we will not explicitly notify you about any possible amendments and modifications and it is your responsibility to check these Terms and any Policy periodically for changes. Your continued use of the Site following the publication of any changes to these Terms and any Policy will mean that you accept and agree to such changes.

4. INTERPRETATION

4.1 The following terms shall have, for the purposes of this Agreement, the following meaning:

  1. "AML" means Anti Money Laundering clause, which refers to the laws, regulations and procedures intended to prevent individuals from disguising illegally obtained funds as legitimate income;
  2. "AML/KYC Policy" shall have the meaning as set out in Section 1.1(c) of these Terms;
  3. "Claims" shall have the meaning as set out in Section 14.1 of these Terms;
  4. "Confidential Information" means information, technical data or know-how, including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or information which would, under the circumstances, appear to a reasonable person to be confidential or proprietary;
  5. "Content" shall have the meaning as set out in Section 9.1 of these Terms;
  6. "Indemnified Parties" shall have the meaning as set out in Section 14.1 of these Terms;"Indemnified Parties" shall have the meaning as set out in Section 14.1 of these Terms;
  7. "Intellectual Property Rights" mean any copyrights, designs, patents, rights to inventions, rights in confidential information, know-how, trade secrets, trademarks, trade names, database rights, chip topography rights, mask works, utility models, domain names, source codes, rights in designs, rights in computer software, rights in the websites or mobile applications and all similar rights of whatever nature and in whatever form and, in such case (a) whether registered or not, (b) including any applications to protect or register such rights, (c) including all renewals and extensions of such rights or applications, (d) whether vested, contingent or future and wherever existing;
  8. "KYC" means Know Your Customer standards, which are designed to protect including, but not limited to, financial institutions against fraud, corruption, money laundering and terrorist financing, as institutions have the obligations to verify customer’s identity;
  9. "KYC/AML Regulations’’ shall have the meaning as set out in Section 7.1 of these Terms;
  10. "Policy" shall have the meaning as set out in Section 1.1(c) of these Terms;
  11. "Privacy Policy" shall have the meaning as set out in Section 1.1(b) of these Terms;
  12. "Site" shall have the meaning as set out in the first paragraph of these Terms;
  13. "Terms" or this "Agreement" shall have the meaning as set out in the second paragraph of these Terms; and
  14. "User", "you" or "your" shall have the meaning as set out in the second paragraph of these Terms.

4.2 Any capitalized terms or expressions not defined in this Section 4 shall have the meanings otherwise ascribed to them in these Terms

4.3 Wherever a singular expression is used in these Terms, that expression is considered as including the plural or the body corporate where required by the context.

5. Use of Crypto Wallet

5.1 Connecting Your Crypto Wallet. To access full functionality of the Site, you must connect a supported cryptocurrency wallet ("Wallet"). We reserve the right to limit access to certain Wallets or require specific Wallet features.

5.2 Wallet Security:

  1. You are solely responsible for maintaining the security of your Wallet, including private keys, seed phrases, passwords, and any authentication mechanisms associated with it (collectively, your "Wallet Credentials"). Loss or compromise of Wallet Credentials may lead to unauthorized access to your Wallet and the potential loss of digital assets, tokens, or funds. We do not have access to your Wallet Credentials and cannot assist in their recovery.
  2. You must ensure your Wallet Credentials are kept private and secure. If you suspect unauthorized access or compromise of your Wallet, notify us immediately. However, we are not responsible for any unauthorized transactions, including those resulting from phishing, hacking, or other criminal activity.

5.3 Responsibility for Wallet Activities. You are solely responsible for all transactions and activities conducted through your connected Wallet, whether or not authorized by you

5.4 Keeping Wallet Connection Information Up-to-Date. Ensure your Wallet connection remains current and functional to receive notifications or updates relevant to your use of the Site. We are not liable for losses due to outdated Wallet configurations or failure to act on any notifications we provide.

5.5 Verification of Wallet and Transactions. Depending on applicable laws and regulations, your use of the Site may be subject to verification requirements. You agree to provide any information requested for identity verification, Know Your Customer (KYC) compliance, or anti-money laundering (AML) checks. Failure to comply may result in restricted access or termination of use.

5.6 Additional Information. You agree to provide any additional documents or details required by regulatory authorities or for compliance with laws, including AML and counter-terrorism financing regulations.

5.7 Suspension or Termination of Wallet Access. We may restrict, suspend, or terminate your use of the Site or connected Wallet if we determine, at our sole discretion, that your activities violate these Terms, applicable laws, or are otherwise inappropriate.

6. Purpose and Usage of Tokens

6.1 The Lingo Token is a utility token and is to be used for accessing certain services to be offered via a dedicated website and/or mobile application (the “Interface”) to be developed and made available to the public by the Company (the “Project”).

6.2 The main anticipated features to be attached to the Tokens are to allow their holders to benefit from:

  1. discounts on holiday stays in villas, boutique and resort hotels and/or other properties owned by the Company or its affiliates;
  2. access to certain events (conferences) or services (e.g., access to SPA, swimming pool, gym) offered by such properties owned by the Company or its affiliates;
  3. access to reward raffles.
  4. airdrop of Tokens.
  5. They are not securities, currency, or investments and offer no ownership rights in the Company.

6.3 For the avoidance of doubts, in no circumstances will the Tokens grant to its holders:

  1. any property right, direct or indirect, on any real estate, including those to be purchased by the Company or its affiliates or already in the Company’s or affiliates’ portfolio;
  2. any revenue right, similar to dividends, linked directly or indirectly to the yield generated by the real estate investment made by the Company or its affiliates or already in the Company’s or affiliates’ portfolio.

6.5 The Project is described in the Company’s non-contractual [“litepaper”] accessible at [bento.me/lingo]), as amended from time to time.

6.6 By purchasing or owning the Tokens, you agree to be bound by these Terms, under which:

  1. the Tokens possess no rights, uses, or attributes other than those explicitly stated herein. Be aware that owning Tokens involves multiple risks, including the potential loss of all invested amounts;
  2. the Interface is in an early stage of development and may undergo significant changes over time;
  3. the Tokens are non-refundable and cannot be cancelled or exchanged for cash (or its equivalent value in any other virtual currency) and do not incur any payment obligation from the Company;
  4. the Tokens do not grant any voting rights, ownership rights, or other interest of any form in relation to the Company or its assets and any associated company or service provider;
  5. The Tokens do not confer any rights to participate in, or lay claim to, any aspect of the Company's operations or assets. This includes, but is not limited to, future revenue, dividends, shares, ownership, or equity stakes; nor do they grant voting rights, rights to distributions, redemptions, liquidation benefits, or proprietary rights, including intellectual property. Additionally, Token holders are not entitled to access the Company’s financial statements or data, nor do they have the right to participate in shareholder meetings, nominate directors, or possess any financial, legal, or intellectual property rights. In summary, the Tokens do not offer any form of participation or entitlement related to the Company's success or activities;
  6. The Tokens are not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment;
  7. The Tokens are not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
  8. The Tokens are not a loan to the Company and is not intended to represent a debt owed by the Company, and there shall be no expectation of profit or interest income arising in connection therewith;
  9. The Tokens are not intended to constitute a financial derivative, commercial paper, speculative investment or negotiable instrument, digital currency, security, investment contract, commodity interest or underlying for a derivative transaction or a unit of an Alternative Investment Fund or any financial instrument and therefore the existing financial market rules, in particular Directive EU 2014/65 (MIFID II) and the Prospectus Regulation EU 2017/1229, do not apply;
  10. The Tokens are not intended to constitute electronic money pursuant to the Directive 2009/110 EU (EMD 2) and/or any local laws and regulations;
  11. The Tokens do not result in any mutual covenants, or agreement to rights and obligations, being entered into between You and other holders of Lingo Tokens; and
  12. The Tokens shall be subject to limitations and conditions contemplated in these Terms.

6.7 Lingo Tokens do not have any tangible or physical manifestation, and do not have any intrinsic value (nor does the Company or any other person make any representation or give any commitment as to its value).

6.8 YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS UNDER NO OBLIGATION TO ISSUE REPLACEMENT LINGO TOKENS IN THE EVENT ANY LINGO TOKENS OR PRIVATE KEY IS LOST, STOLEN, MALFUNCTIONING, DESTROYED OR OTHERWISE INACCESSIBLE OR UNUSABLE FOR ANY REASON.

7. AML and KYC Compliance

7.1 Compliance with KYC/AML Regulations. Pursuant to the economic sanctions’ programs administered in the jurisdictions where we conduct business, we may be prohibited from providing access to the Site or entering into relationships with certain individuals and entities. We are therefore obliged to comply with applicable KYC requirements and AML laws and regulations (together, "KYC/AML Regulations’’) on any Users. You may not be able to make any transactions using our Site unless you comply with all our established KYC and AML procedures, requirements and Policies to our satisfaction.

7.2 Verification of documents. Any documents submitted by you must be verified prior to opening of an Account. Verification of identity will require multi-factor authentication, layered security and other controls to ensure a meaningful User identity confirmation process based on accumulated reward size, among other factors.

8. WEBSITE ACCURACY, THIRD PARTY MATERIALS AND USE OF THE SITE

8.1 Website Accuracy. Although we intend to provide accurate and timely information on the Site, the Site may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our Policies, products. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions. You especially acknowledge, understand and agree that we do not assume any liability and shall not be liable for any loss or damage arising out of or in connection with any trading or transfer decision, made based on any information available on the Site.

8.2 Third-Party Materials. From time to time, the Site may contain references or links to third-party materials (including, without limitation, websites) and third-party applications which are not controlled by us. Such information, links, and third-party applications are provided as a convenience to you. Such links should not be considered endorsements and such reference does not imply our recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third-party sites accessible or linked to the Site, including without limitation content, property, goods or services available on the linked sites or services.

8.3 Prohibited Use. In connection with your use of the Site, and your interactions with other Users, and third parties you agree and represent, you will not violate any law, contract, intellectual property or other third-party right, will not engage in any illegal, unauthorized, or improper activity. You agree that you will abide by these Terms and prohibition to not use the Site for including, but not limited to, production or dissemination of any pornographic or inappropriate material, racist content or financing of illicit activities, or any other use that would contradict or violate our Policies. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request. We reserve the right to cancel and/or suspend your Account immediately and without notice if we determine, in our sole discretion after the consideration of the situation as a whole, that your Account is associated with prohibited use and/or a prohibited business.

8.4 You shall not:

  1. use the Site to conduct any fraudulent, immoral or illegal activities or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms or applicable laws and regulations, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Site;
  2. reproduce, copy, transmit, distribute, display, or otherwise use any materials or contents on the Site without prior written consent from Blockstar Holdings Ltd or the relevant Intellectual Property Right owner;
  3. use the Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site, or interfere, disrupt or reverse-engineer any aspects or features of the Site that could modify, damage, disable, overburden or impair the functioning of the Site in any manner;
  4. take any action to gain or attempt to gain unauthorized access to any Account or the Wallet of other Users;
  5. attempt to exploit vulnerability of any system or network of ours or breach any security or authentication measures implemented by us;
  6. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;
  7. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
  8. use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means, program or interface not authorized by us to access the Site, extract data or otherwise interfere with or modify the rendering of Site pages or functionality, or to incorporate the Site into any other program, website or application;
  9. use data collected from the Site to contact individuals, companies, or other persons or entities;
  10. use data collected from the Site for any direct marketing activity;
  11. use the Site to conduct electronic spamming or otherwise distribute ant unsolicited or unauthorized advertising, promotional or marketing material, junk or chain messages;
  12. bypass or ignore instructions that control all automated access to the Site; and
  13. use the Site to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments

8.5 Suspension, Restriction, and Limited Access to Wallets. We may, at our sole discretion and without any prior notification, restrict or suspend your access to the Site or certain features associated with your Wallet if:

  1. We reasonably suspect you of using your Wallet in connection with illegal, unauthorized, or improper activity;
  2. We are required to do so by an enforceable subpoena, court order, or binding order of a government authority;
  3. Use of your Wallet is subject to any pending litigation, investigation, or government proceeding, and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Wallet activity;
  4. Our partners (if any) are unable to support specific services you utilize;
  5. We are required to take action to comply with AML/KYC laws or regulations related to services you access through the Site;
  6. You violate these Terms (including, but not limited to, providing false or incomplete identification for AML/KYC purposes or breaching user warranties); or
  7. You attempt to circumvent controls we have implemented, including, but not limited to, creating multiple Wallets or abusing promotional offers.

8.6 Temporary Suspension of Access. In the event of technical problems causing system outages or errors in the services provided via the Site, we may temporarily restrict access to Wallet-related features on the Site until the issue is resolved.

8.7 Termination by User. The User may terminate this Agreement at any time without prior notice by discontinuing the use of the Site for a period of at least two (2) weeks.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership. Unless otherwise indicated in writing by us, the Site, and all content, design element, and other materials contained therein, including, without limitation, our logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Content") are our proprietary property or that of our affiliates, licensors or users, as applicable. All underlying Intellectual Property of the Site, including, but not limited to copyrights, patents, service marks, any registered trademarks, domain names and other proprietary rights, are the proprietary property of or its licensors (if any), and are protected by copyright, patent, trade secret and other applicable Intellectual Property laws. We retain any and all rights, title and interest in and to the Site, the Content (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Site, the Content is limited to the rights expressly granted in these Terms. No licenses to use any of our trademarks or brands are to be inferred or assumed pursuant to the use of any of our Site. All rights not expressly granted to you are reserved and retained by us or our licensors, as the case may be.

9.2 Unauthorized use of Intellectual Property Rights. You expressly agree not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, display, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of our Intellectual Property Rights or knowingly or recklessly encourage or assist any third parties to infringe our Intellectual Property Rights without our express prior written consent.

9.3 Accuracy and reliability of Content. We do not assume any responsibility for the accuracy, reliability, or completeness of the Content, nor do we represent or warrant that the Site or the Content are current, error-free or free of viruses or other harmful components.

9.4 Third party materials.

  1. Some materials on the Site may be subject to copyright owned by third parties. You shall not copy, imitate or use any such materials, in whole or in part, without prior consent from their respective owner. You acknowledge that all the names and/or logos used on the Platform are for identification purposes only. Use or display of these names and/or logos does not constitute or imply endorsement.
  2. The Site may contain links and pointers to other websites, resources, and advertisers of the Site. Links to and from the Site to other materials, mobile applications or websites, maintained by third parties, do not constitute an endorsement by us or any affiliation with any third-party site or content. We are not responsible for the availability of these third-party resources, or their contents. We have not reviewed any or all of the materials, mobile applications or sites linked to the Site and are not responsible for the content of any third-party pages or any other materials, mobile applications or websites linked to the Site. The User’s linking to other third-party sites is at his own risk. By clicking on any such link, the User acknowledges that we have no control over and makes no representations of any kind with respect to, such other materials, mobile applications, websites, or any content contained within such other materials, mobile applications or websites, and the User hereby revokes any claim against us with respect to such other materials, mobile applications or websites. The User should direct any concerns regarding any external link to its mobile application or site administrator or webmaster.

10. ACKNOWLEDGE AND ASSUMPTION OF RISKS

10.1 You acknowledge and agree that there are numerous risks associated with purchasing, owning, holding and using Tokens and that blockchain and virtual currencies / tokens are unverified technologies that are beyond control of the Company. In particular, by purchasing Tokens, You bear full responsibility for any risks designated in these Terms and You expressly acknowledge and assume the risks, including, but not limited to, as follows:

  1. Development failure. The Company is committed to the successful creation of the Tokens to be used within the Interface in the context of the Project. However, there is a risk that the Interface may not be successfully deployed and the Tokens not created. The project of the Company is still at an early stage and its completion may be prevented by a number of factors such as lack of funding or, if implemented, for lack of success.
  2. Risk of amendments in functionality and rights. Lingo Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for those which are specifically described in the [White Paper] and which may change from time to time.
  3. Non-refundable Token. The Company is under no obligation to refund You with Lingo Tokens for any reason.
  4. Risks associated with the Company. There is a risk that key team members of the Company, whose knowledge and experience are essential to a successful development and deployment leave the Company thereby compromising the success of the project. Further, start-up companies always involve a high degree of risks (financial, operating risks, etc.) and issues which cannot be solved.
  5. Legal and regulatory framework. The legal and regulatory framework of national and international jurisdictions with regards to blockchain technology is in development and subject to changes. Regulatory measures might impact Tokens and/or Interface negatively in a number of ways. The Company may cease to operate in a country or even abandon certain features of the project if regulatory action or changes in laws or regulations make it illegal to operate in such country or it is not commercially desirable to obtain the necessary regulatory approval(s) to operate in such country. This includes, in particular, the risk that the Tokens cannot be used or can no longer be used for its intended purpose due to changes in the legal or regulatory framework and may become unusable under certain circumstances. The Company therefore does not guarantee that the Tokens are legal in all jurisdictions. The Purchaser solely bears all legal or financial consequences if the Tokens are considered as securities / financial instruments or deemed illegal in the Purchaser’s respective jurisdiction. The Purchaser is obliged to verify whether the acquisition and disposal of the Tokens is legal in their jurisdiction, and by accepting the provisions of this Terms, the Purchaser agrees not to use the Tokens in case their use is considered not legal.
  6. Tax risks. There are numerous risks in connection with the Tokens and tax law and regulations. You are obliged to seek Your own tax advice and evaluate tax consequences in connection with purchasing, holding, using and selling the Tokens, which may result in adverse tax consequences to You.
  7. Risk of Bugs, Theft and Hacking. The Project is at an early stage and the blockchain technology is a new technology. There is no assurance that such technology will be free of viruses, bugs or other harmful components or operate as intended. There is a risk that the Tokens may unintentionally contain flaws or bugs in its source code that affect the use of Tokens or cause the loss of a Token.
  8. Smart contracts. There is a risk that any smart contract used for the distribution of the Tokens contains security gaps, errors or dysfunctionalities which may adversely affect the distribution and use of the Tokens.
  9. Risk of losing access. A wallet and the Tokens it contains can only be accessed using the private key assigned to the wallet or a respective smart contract controlling the wallet. You are responsible for safeguarding and maintaining Your wallet, private keys, any token, cryptocurrency or virtual assets associated therewith, as well as for the protection of the private key and the wallet against unauthorized access by third parties. Loss of the private keys can lead to irretrievable loss of the Tokens. The Company recommends seeking professional advice on the safe management of private keys. Further, Tokens are typically transferred digitally, through electronic media not controlled or regulated by any entity. To the extent a Token is transferred erroneously to the wrong destination, You may be unable to recover the Tokens as Token transactions are irrevocable.
  10. Blockchain. The Tokens are based on blockchain protocol and architecture. Thus, a malfunction, unintended function, or unforeseen operation of the blockchain may cause the Tokens to become defective or function unexpectedly or unintentionally. The future of cryptography and security innovations are highly unpredictable.
  11. Security weakness. Hackers or other groups or organizations may attempt to interfere with the Purchaser’s wallets, or the Tokens in variety of ways, including but not limited to denial-of-service attacks, spoofing, smurfing, malicious attacks or consensus-based attacks, which may result, for instance, that the Tokens being stolen or inaccessible without chance of recovery. Blockchains are exposed to mining attacks which may put the smart contract at risk. An attack or a breach of security could result in a loss of private keys, data or Tokens, unauthorized transactions, an interruption of the Blockchain for an extended period of time, violation of applicable privacy and other laws, and legal and financial exposure. There can be no assurance that the security measures will be effective.
  12. Risk of Uninsured Losses. Unlike bank accounts or accounts at some other financial institutions, funds held using blockchain technology are generally uninsured. In the event of any loss, there is no public insurer, or private insurer, to offer recourse to You.
  13. Risks Associated with Markets for the Tokens. The Company cannot control the market of the Tokens and it is possible that there is a lack of interest with regards to the Tokens, which could negatively impact the creation and deployment of the Tokens as well as the Interface and therefore all intended utilities of the Tokens. The Tokens are intended to be used solely in connection with the Interface, and the Company does not support or otherwise facilitate any secondary trading or external valuation of the Tokens. This restricts the contemplated avenues for using the Tokens and could therefore create illiquidity risk with respect to the Tokens You hold. Even if secondary trading of the Token is facilitated by third party exchanges, such exchanges may be new and subject to little or no regulatory oversight, making them more susceptible to market-related risks. Furthermore, to the extent that third parties do ascribe an external exchange value to the Tokens (e.g., as denominated in a virtual asset and/or or fiat currency). It is also possible that no secondary markets ever develop for the Tokens.
  14. Risks Associated with Our Intellectual Property. The Company may consider some technology that it develops to be proprietary. The Company may also rely on trademark, copyright, and trade secret law to protect its rights. However, these laws offer only limited protection. In addition, other countries may provide the Company with little to no intellectual property right protection. If the Company is unable to protect its intellectual property, the value of the Tokens may decline.
  15. Risks Associated with Data Privacy Laws. There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Tokens, which would reduce or diminish the value of the Tokens and cause the Project to fail.
  16. Unanticipated Risks. Utility tokens such as the Tokens are a new and untested technology. There are risks associated with Your purchase, holding and use of the Tokens, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks.

11. LIMITATION OF LIABILITY

11.1 You assume all risks when using the Site. We, our directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates shall in no event be liable, directly or indirectly, for any losses, claims, damages or liabilities, general, special, compensatory, consequential and/or incidental, incurred by you arising out of or relating to or in connection with any reliance of or acceptance of these Terms or with the use of or access to the Site, any performance or non-performance of the Site, or other service provided by us or on our behalf and that of our affiliates, including but not limited to loss of profits, loss of value, loss of goodwill, loss of data and any other damages. We shall have no responsibility for and shall not be liable for losses incurred by the User caused by or resulting from any of the following:

  1. fraud or wilful misconduct by any of the Users; or
  2. any damage or interruptions caused by any computer malware, spyware, or scareware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software.

11.2 We do not represent, warrant or undertake that: (a) the Site is fit for the User’s purposes; (b) the Site is compatible with the User’s mobile devices or computers; (c) the Site is free of bugs, errors, defects, malware and viruses; and any electronic files available on the Site will be free of any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorized access to or corruption of data.

11.3 To the fullest extent permissible pursuant to applicable law, we disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, non-infringement, copyright compliance, legality, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus. We make no representations or warranties or endorsements of any kind whatsoever, express and implied, as to the Site or the Content. The User uses the Site at his own risk. We assume no liability for any action regarding transmissions, communications, publication, or content provided by any User or third party.

11.4 If you have a dispute with one or more Users of our Site, to the extent permitted by law, you release us, our affiliates and service providers, and each of their respective officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes. In addition, to the extent permitted by law, in entering into this release you expressly waive any protections that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

11.5 THE SITE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO ANY PART OF THE SITE, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, ERROR-FREE OR SECURE. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. WE ALSO SPECIFICALLY DISCLAIM ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN ANY FORM WHATSOEVER TO ANY ENTITY OR PERSON, INCLUDING ANY REPRESENTATION, WARRANTY OR UNDERTAKING IN RELATION TO THE TRUTH, ACCURACY AND COMPLETENESS OF ANY OF THE INFORMATION SET OUT IN THESE TERMS.

11.6 WE, OUR AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, EMPLOYEES OR REPRESENTATIVES DO NOT VERIFY, CONFIRM OR IN ANY WAY WHATSOEVER TAKE RESPONSIBILITY FOR USERS’ DIGITAL ASSETS AND ESPECIALLY THEIR SUBSEQUENT VALUE.

11.7 WITH THE EXCEPTION OF CLAIMS RELATING TO A BREACH OF OUR PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS AS GOVERNED BY SECTION 8, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR ACCESS AND USE OF OUR SITE GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS.

12. Taxes

12.1 By accepting these Terms and accessing our Site you acknowledge and agree that you are solely responsible for your own filings, tax returns and similar reports on any transactions in connection with any use of the Site.

13. FORCE MAJEURE

We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, hacking attacks, major market disturbances, other major event or catastrophe, pandemic, or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

14. INDEMNIFICATION

14.1 Indemnification. The User shall indemnify, defend, and hold harmless and its affiliates, their respective directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (the "Indemnified Parties") from and against any and all actual or alleged claims, actions, proceedings, investigations, demands, suits, losses, damages, demand of liability, costs, including attorneys’, investigators’, and experts’ (or similar) fees, disbursements and all expenses incurred, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (the "Claims"), arising out of or in connection with:

  1. any negligent acts, omissions, or willful misconduct by the User;
  2. User’s access to and uses or misuses of the Site;
  3. any dispute between the Users;
  4. the User’s violation of these Terms or any Policy;
  5. the User’s violation or infringement of any rights of any third party, including but not limited to the Intellectual Property Rights;
  6. the User’s violation or infringement of any laws or regulations; and/or
  7. any action taken or omitted to be taken by hereunder or pursuant to any instructions from the User.

14.2 Notification and Control of Claims. You agree to promptly notify us of any Claims and cooperate with us in defending such Claims. The User further agrees that the Indemnified Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other claims or indemnities that we may have against the User.

15. MISCELLANEOUS

15.1 These Terms embody all the terms and conditions agreed upon between the Parties as to the subject matter of these Terms and supersedes and cancels in all respects all previous correspondence, understandings, and agreements between the Parties with respect to the subject matter hereof, whether such be written or oral.

15.2 may in its sole discretion amend these Terms without any prior notice to you. While will carry out reasonable efforts to notify you of any changes, your continued access to and use of the Site constitutes your acceptance of any amendment to these Terms.

15.3 The failure of any Party hereto at any time to require performance or observance by the other Party of any provision of these Terms shall in no way affect the right of such first Party to require performance of this provision and any waiver by any Party of any breach of any provision of these Terms shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under these Terms.

15.4 If any of the provisions in these Terms are deemed invalid, illegal, prohibited, void, or for any reason is unenforceable, that provision will be ineffective and deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms.

15.5 These Terms will be governed by and construed and enforced in accordance with the laws of the Republic of Seychelles, without regard to conflict of law rules or principals (whether of the Republic of Seychelles or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the Parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the Republic of Seychelles. The Purchaser irrevocably and unconditionally (i) submits to the exclusive jurisdiction of the Republic of Seychelles courts and any appellate court from any such court, solely for the purpose of any action, suit or proceeding brought to enforce its obligations under these Terms, and (ii) waives, to the fullest extent it may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of its place of residence or domicile.

Investment in digital assets carries a risk of total or partial capital loss and a risk of significant volatility potentially inappropriate for retail clients. Only risk capital that you are willing to lose.

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