Terms of Use | Sanctum

Last updated: 12 January 2026

Welcome to the Sanctum application (the “Application”) and the suite of features, services and applications made available thereon (collectively, the “Services”), provided and operated by Socean Labs Inc (the “Company”, “we”, “our” or “us”). These Terms of Use (the “Terms”) govern your download, installation, access to and use of the Company’s Application and Services and constitute a legally binding agreement between (i) us and you, and/or (ii) if you are representing an entity, the entity that you are representing (hereinafter referred to as “you” or “your”).

By downloading, installing, accessing and/or using the Application and any of the Services, you agree to be bound by these Terms and our Privacy Policy (accessible at https://sanctum.so/app/terms and https://sanctum.so/app/privacy which collectively represent the complete agreement between you and us in respect of our Application and Services and shall supersede any prior agreements between us, whether written or oral.

THESE TERMS CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THE SECTION TITLED “DISPUTE RESOLUTION.” THIS AFFECTS YOUR RIGHTS WITH RESPECT TO ANY “DISPUTE” BETWEEN YOU AND THE COMPANY AND MAY REQUIRE YOU TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION, AND NOT IN COURT. PLEASE READ THIS ENTIRE SET OF TERMS CAREFULLY.

IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL, ACCESS OR USE OUR APPLICATION OR ANY OF THE SERVICES.

Eligible Users.

By accessing and/or using the Application and any of the Services, you must be and hereby affirm that you:

are not prohibited or restricted from accessing the Application or using the Services available on the Application by any laws or regulations applicable to you;
are eighteen (18) years old or an adult of the legal age of majority in your country or state of residence (whichever is higher). If you are under eighteen (18) years old or the legal age of majority (whichever is higher), you may not use the Application; and
are not:

a citizen of, or located in or ordinarily resident in any of the Restricted Jurisdictions (defined below); or
under the control or ownership of a person that is, subject to sanctions 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 BVI government, the United Kingdom government, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

Access and Use of the Application

The Application utilizes various technologies (including without limitation, blockchain and decentralized technologies) to enable you or other users of the Application (each a “User”) to perform the following activities through the Application:

create, link, connect, access and/or utilise a self-custodial digital wallet (whether provided by the Company or by a third-party provider) to or with the Application (a “Digital Wallet”);
store locally on your own Digital Wallet(s), tokens, cryptocurrencies and other crypto or blockchain-based digital assets (collectively, "Digital Assets");
view and track aggregated information and data relating to Digital Assets;
view information relating to your activity and transactions on the Application (“Progress Tracking”);
access or use decentralized applications or protocols, including, without limitation, staking and redemption protocols, and Digital Wallets (collectively "Dapp(s)"). For avoidance of doubt, such Dapp(s) may be operated or managed by third parties instead of us;
participate in the various activities, services and transactions involving Digital Assets through the Dapp(s) as stated above; and
such other features and functionalities that may be added to the Application from time to time,

More details on the Services provided through the Application can be found in Section 3 below.

To access and use the Application and certain Services, you will be required to create a User Account using your email address or other supported authentication methods. When you create a User Account, the Application will automatically generate a non-custodial embedded wallet for you through an integrated third-party provider (“Embedded Wallet”). You are not required to connect or provide your own external Digital Wallet in order to use the Application, although you may choose to do so where supported. Access to the Application and the Services through your User Account is subject to these Terms and to any additional authentication requirements, access credentials, or conditions as set out below:

When you register an account with your email address, your use of your email address is at your own risk, and subject to the relevant email service’s terms and conditions.
The Company shall have the right to monitor and/or record your communications when you use the Application, and you acknowledge and agree that when you use the Application, you have no expectation that your communications will be private. The Company shall have the right to disclose your communications for any reason, including: (a) to satisfy any applicable law, regulation, legal process or governmental request; (b) to enforce the terms of these Terms or any other of the Company’s policies; (c) to protect the Company’s legal rights and remedies; (d) to protect the health or safety of anyone that the Company believes may be threatened; or (e) to report a crime or other offensive behavior.
You are solely responsible for all activities conducted through your User Account whether or not you authorize the activity. In the event that fraud, illegality or other conduct that violates these Terms is discovered or reported (whether by you or someone else) that is connected with your User Account, the Company may suspend or block your User Account’s access to the Application, whether temporarily or permanently. Any suspension or restriction of access relates solely to your ability to use the Application and does not affect your ownership or control of any Digital Assets. Your Embedded Wallet remains non-custodial, and you retain the ability to export or otherwise use the cryptographic keys associated with your Embedded Wallet to access your Digital Assets through other compatible interfaces or wallets.
You are solely responsible for maintaining the confidentiality and security of your User Account and for restricting access to your User Account and/or devices. You are solely responsible for any harm resulting from your disclosure, or authorization of the disclosure, of your access credentials (for example, passwords or biometrics) or from any person's use of your access credentials to gain access to your User Account. You acknowledge that in the event of any unauthorized use of or access to your User Account, access credential or other breach of security, you accept that due to the nature of the Application, the Company will be unable to remedy any issues that arise, and the Company will not be responsible or liable for the same.
The Company will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations, or for any reason whatsoever, except fraud on our part.
The Company will not be liable for any loss or damage arising from your sharing or other loss of your private key or related information, or any other damage or loss arising from unauthorized access to your account.

Grant of License. If you accept and comply with these Terms, the Company will grant, and you will receive, a limited, revocable, non-sublicensable, and non-exclusive license to download, install, access and use the Application subject to the “Restrictions,” set forth in Section 5 below, as follows:

You may access and use applicable Services available on the Application on one or more computers or mobile devices under your authorized control.
You may use the Application for your personal and non-commercial purposes only.
You may not transfer your rights and obligations to use the Application.
Some Services (including Dapps of the Application are provided, managed or operated by third party suppliers, partners or licensors of the Application (“Third Party Providers”) and may be subject to specific requirements or terms and conditions imposed by such Third Party Providers. Please refer to Section 8 below for more information.

Open Source Components. The Application may contain components that are subject to open-source licenses ("OSS Components”). Your access and use of these OSS Components shall be subject to the applicable open-source licenses that apply to and govern such OSS Components.

Acknowledgements and Disclaimers. You acknowledge and understand that:

Features and Services. The Company offers a number of Services which can be generally accessed through the Application. Some of the Services may require you to create an account or create and connect your own third-party Digital Wallet and/or may require payment to use. Further details of each of the Services, and the terms and conditions applicable to such Services, are provided on the Application and in these Terms. Your access and use of each of these Services are solely at your own risk, and subject to the applicable terms and conditions for the relevant Service.

Use of Digital Wallets. To access our Application and/or Services, you may be required to create and connect your own third-party Digital Wallet. We are not responsible or liable for your Digital Wallet or funds held therein, including your access and use thereof. You are solely responsible for the retention and security of your private keys or other security credentials in connection with your Digital Wallet. We shall not be liable in any way for any loss of your funds due to your failure to retain and/or secure your Digital Wallet.

Digital Assets Risk Disclaimer. You acknowledge and agree that there are inherent risks in your use of the Application and the Services, including any smart contract or security breaches, fluctuations in the value of your Digital Assets, risks of liquidation or counterparty risks, any communication failures, disruptions, errors, distortions or delays, the risk of hardware, software and Internet connections failure or problems, or malicious software introduction, or the risk that third parties may obtain unauthorized access to your information or Digital Wallet, which may result in the loss of your Digital Assets or access to the Application and/or Services. By using the Application and/or Services, you acknowledge and agree to undertake these risks, and you accept that we shall not be liable for any losses or damages arising from or in connection with such risks.

No Reliance on Information. Any information provided or made available on our Application and/or Services shall not be considered or construed as financial advice, investment advice, tax advice, legal advice, or any other sort of advice. No representation or warranty, express or implied, is made as to the fairness, accuracy, timeliness, correctness or completeness of such information and is provided only for general informative purposes, and no reliance should be placed on it. The Company shall not be responsible or liable to you for any use of, or reliance placed on, any available or provided information. We are not, and shall not be deemed as or treated as a financial institution, centralised exchange or trading platform, broker or fund management platform.

No Fiduciary Relationship. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).

Compliance Checks. We may be required by anti-money laundering or other forms of regulations, and as part of our internal policies, to make know-your-client (“KYC”) checks, background checks or verification checks on the source of any funds placed on deposit by our customers. In the event that our background or verification checks do not provide us with sufficient information about you, we may request further information from you from time to time and you agree to promptly provide such information when requested to do so. We reserve the right to suspend or terminate your access to and use of the Application or any Services, and to reject or return any deposit of your funds, should we be unable to satisfy ourselves in respect of any KYC, background or verification checks.

Legal and Regulatory Compliance. You are responsible for complying with all laws that may be applicable to or govern your download, installation, access and use of the Application and/or Services, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission ("CFTC"), the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission ("SEC"), the Securities and Futures Act and the Payment Services Act overseen by the Monetary Authority of Singapore and all foreign laws that apply to you and your use of such Services. You shall not access or use our Application or Services if it would be illegal, or a violation of any applicable laws or regulations, to do so within your jurisdiction.

Security. You are solely responsible for maintaining the security of your User Account, your authentication credentials (including passwords, passcodes, or biometric login methods), and the devices through which you access the Application. The Embedded Wallet made available through the Application is non-custodial and controlled by cryptographic keys associated with your authentication credentials. You acknowledge that the Company does not store, possess, or have access to such keys and cannot assist you in recovering access to your Embedded Wallet if you lose your authentication credentials or access to your device. You must take all reasonable steps to protect and secure your User Account and Embedded Wallet, which may include enabling device-level security features, safeguarding your login credentials, and promptly installing any software, operating system or Application updates. If you lose access to your Authentication credentials, or if your device is compromised, you may lose access to your Digital Assets, and the Company will not be responsible for any resulting loss. If you are unwilling or unable to accept responsibility for securing your User Account, your authentication credentials, and your devices, you should not use the Application or the Services.

User Warranties. Prior to your use of the Application and on an ongoing basis, by using the Application, or any of the Services (including without limitation, any of the informational and social content made available thereon (collectively, the “Content”)), you represent, warrant and covenant that:

You will not provide any false, inaccurate, incomplete or misleading information while using the Application, or any Service or Content available thereon, or engage in any activity that operates to defraud the Company, other Users, or any other person or entity;
Any Digital Assets you use in connection with the Application or any Service are either owned by you or you are validly authorized to carry out actions using such assets;
You access and use the Application (including any Service or Content available therein) for your own benefit and not for the benefit or on behalf of any third party beneficiary;
You will not use the Application or any Service to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
You will not utilise or deposit funds or assets, using payment methods that do not belong to you or which originate from criminal or other unauthorised, illegal or illicit activity;
We are not, and shall not be deemed as or treated as a financial institution, centralised exchange or trading platform, broker or fund management platform;
We may be required by anti-money laundering regulations, and as part of our internal policies, to make KYC, background or verification checks on the source of any funds placed on deposit by our Users. In the event that our KYC, background or verification checks do not provide us with sufficient information about you, we may request further information from you from time to time and you agree to promptly provide such information when requested to do so. We reserve the right to suspend or terminate your access to and use of the Application, any Service, or to your Digital Assets (including cryptocurrency and funds deposited via on our Application should we be unable to satisfy ourselves that your source of funds is legitimate;
You will not, and will not attempt to, authorize anyone other than you to access the Application and any of the Services through your Digital Wallet or User Account;
You will not disrupt, interfere with, or otherwise adversely affect the normal flow of the Application and/or the Services or otherwise act in a manner that may negatively affect other users' experience when using the Application and Services. This includes taking advantage of software vulnerabilities and any other act that intentionally abuses or exploits the design of the Application and the Services;
You are sophisticated in using and evaluating blockchain technologies and related blockchain-based Digital Assets, including the blockchain networks, smart contract systems, automated market making protocols, derivative and margin trading, perpetual future contracts, P2P trading and related settlement pools, liquidity pool pricing bonding curves, the concept of pricing slippage, the mechanism of liquidity attribution and the potential of value loss for liquidity providers due to liquidity attribution and dynamic pricing across different liquidity pools. Specifically, you represent and warrant that you have evaluated and understand the use of the Application and the Services and have not relied on any information, statement, representation, or warranty, express or implied, made by or on behalf of the Company with respect to the Application and the Services;
You accept and acknowledge that the value of your Digital Assets (including any cryptocurrency) can change dramatically depending on the market value, market conditions or any reason whatsoever and you bear the sole risk of such fluctuations;
There is a risk of losing your Digital Assets (including without limitation, your funds and cryptocurrency) when using the Application and/or any Service and that we have no responsibility to you for any such loss; and
You accept and acknowledge all risks associated with the download, installation, use or access of the Application or any Services made available thereon, including but not limited to the risks set out in these Terms.

Changes. We may change, add to, modify, remove, suspend, or discontinue any aspect of the Application and/or Services at any time, and without prior notice or liability to you. We may also impose limits on certain features or restrict your access to parts or all of the Application or any Services made available thereon without notice or liability. You acknowledge that any modification, suspension or discontinuation of a Service may occur without liability to you for compensation, reimbursement or damages.

Overview of Services and Features Available on the Application

Service Availability. The Application and the Services are provided on an “as-is” and “as-available” basis without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose, operation and any particular application or use. You acknowledge and agree that we may, in our sole discretion, apply changes, replace or discontinue (temporarily or permanently) any part of the Services at any time. We reserve the right to disable or modify access to the Services at any time in the event of a breach of the Terms, including, if we reasonably believe any of your representations and warranties may be untrue, misleading or inaccurate, and the Company will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Services being inaccessible to you at any time or for any reason.

Deposit and Earn Feature. The Application enables you to deposit supported Digital Assets (including, without limitation, SOL) for the purpose of generating staking rewards through decentralised, non-custodial liquid staking infrastructure operated by the Company or an affiliated entity within the same corporate group (collectively, the “Staking Infrastructure”). When you deposit SOL, the Application may interact with the Staking Infrastructure on your behalf, which may involve the issuance or use of protocol-level receipt tokens within associated on-chain accounts. These technical processes occur automatically in the background and may not be visible within the user interface, which displays your balance in SOL for ease of use. Rewards generated through the Staking Infrastructure, if any, arise from Solana’s native staking performance and the on-chain exchange rates defined by the Staking Infrastructure. Such rewards are variable, are not guaranteed, and may fluctuate depending on validator performance, network conditions, liquidity availability, protocol behaviour, and other factors. Any reward or yield figures displayed in the Application are illustrative, forward-looking, and non-binding, and do not constitute a promise, representation, or guarantee of future performance. Although the Staking Infrastructure may be operated by the Company or an affiliate, it is decentralised and non-custodial in nature. The Application does not hold or control your Digital Assets, and your Digital Assets remain subject to the technical functioning of the underlying smart contracts. Withdrawals and redemptions are facilitated subject to available liquidity and may be delayed or restricted in certain circumstances. Your use of the Earn Feature is voluntary and at your own risk. The Company does not guarantee principal protection, any minimum return, or the availability, performance, or security of the Staking Infrastructure or the underlying blockchain network. You may lose all or part of your deposited Digital Assets, and you agree that the Company shall not be liable for any such loss.

Additionally, the following non-exhaustive risks apply through the use of the Earn Feature:

Markets risks. Digital Assets supported by the Application or the relevant Dapp(s) are subject to significant volatility. Price fluctuations may occur due to network dynamics, validator behavior, user activity, or other market conditions. We will not be liable to you for any losses incurred from any transactions executed on the Application.
Liquidity risks. Due to insufficient or limited liquidity at times, you may face the risk of price slippage and/or potential delays in any execution of your transactions, or you may find it difficult or impossible for you to execute a transaction (for example, sell or exit a position when you wish to do so). This may occur at any time, including at times of rapid price movements. We will not be liable to you for any losses incurred arising from such liquidity risks (for example, losses suffered from any such price differences, delays in execution or inability to execute a transaction).
Informational risks. Notwithstanding the Company’s efforts, information available as part of the Services may not be accurate, timely, current or complete, and may include technical inaccuracies or typographical errors. Information is subject to change or update from time to time without notice, including information regarding the Company’s Terms or policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Application or otherwise as part of the Services are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information made available via the Application or otherwise when using the Services (including without limitation, information relating to the balance of your Digital Assets deposited in the Earn Feature, or any applicable rewards or incentives).
Transactions are Final and Irreversible. All transactions undertaken through the Application and the Services are irreversible and final, and there are no refunds. You accept all consequences of accessing and using the Application and the Services, including the risk that you may lose access to your Digital Assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything to the contrary in these Terms, the Company has no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Application and the Services for performing transactions relating to Digital Asset.
Other Financial Risks. Use of the Application and Services carries financial risks, including the risk of loss. Digital Assets are, by their nature, highly experimental, risky and volatile. The risk of loss in trading Digital Assets can be substantial. There are other risks relating to such transactions (including without limitation, liquidation or loss of your Digital Assets, funding of payments, liquidity pools, settlement pools and other general risks relating to such Digital Asset transactions). You understand that transactions involving Digital Assets can lead to loss of potentially substantial or all of your Digital Assets involved in the transaction. The Company is not and will not provide any advice to you with respect to your transactions with Digital Assets. You should, therefore, carefully consider whether such transactions are or would be suitable for you in light of your circumstances and financial resources. By accessing and using the Earn Feature, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying Digital Assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Earn Feature.

In entering into and conducting transactions on the Application, you represent and warrant that:

you will not utilise or deposit funds which originate from criminal or other unauthorised activity;
you will not utilise or deposit funds using payment methods that do not belong to you; and
you fully understand the risks associated with conducting transactions via the Application, and the Company will not be, and is not, liable for any losses suffered by you as a result of your use of the Application.

Transaction Limits. We may impose certain limits to User Accounts including without limitation:

the amount or volume of transactions a User may undertake in connection with that User’s User Account; and/or
the amount or value of funding (whether as Digital Assets or other forms of currency) that a User may transfer into or out of that User’s User Account,
in each case in a given period (e.g. daily). Any applicable limits are shown in your User Account.

We reserve the right to change any such transaction limit that applies to any User Account at any time at our absolute discretion. Any change will be made in our absolute discretion and will be subject to any further conditions that we deem necessary.

Advertising. The Application may incorporate third-party technology that enables advertising on the Application. As part of this process, the Company and/or its authorized third party advertisers may collect standard information that is sent when your personal computer or device connects to the Internet including your Internet protocol (IP) address.

Conduct. You shall ensure that your actions, conduct and behaviour in your use of the Application comply with and abide by all the rules and guidelines imposed by the Company and/or its Third Party Providers. The Company may suspend or restrict your access to the Application and/or any Services, whether for a period of time or indefinitely, in the event that you violate or fail to comply with any of such rules and guidelines. Any suspension or restriction applies only to your ability to access or use the Application. As the Embedded Wallet is non-custodial, the Company does not control, freeze, block or otherwise prevent your access to your Digital Assets. You may continue to access your Digital Assets through other compatible interfaces or wallet, except where we are legally required to restrict access pursuant to applicable laws or binding regulatory, court or governmental orders.

Identity Disclosure. The details obtained by the Application from any connected or linked social media profile belonging to you may contain details of your real and actual identity. You are solely responsible for the protection of your real and actual identity within the Application, and any disclosure of your real and actual identity to any other user within the Application is at your own risk. The Company and/or its Third Party Providers will not be liable or responsible for any disclosure of your real and actual identity by you within the Application, or any loss, damage or harm arising as a result of such disclosure.

Referral Reward Program. From time to time, we may implement a referral reward program (“Referral Program”). This may include the issuance of unique referral links, codes or identifiers to you, which may be used by other users (the “Referred Users”) to register on the Application or access specific features, and for which such registration shall be linked or accounted to you. Subject to the Company’s policies and eligibility criteria in force at the relevant time, you may receive Points, rewards or other benefits upon a valid referral, and such referral may be considered valid only if it satisfies the following conditions, and/or such other conditions as may be imposed by the Company from time to time, whether applicable to a particular referral campaign or generally:

the Referred User is a new User who has not previously created a User Account;
the Referred User constitutes an eligible User;
the Referred User completes certain required actions or reaches defined milestones on the Application, such as successfully registering a User Account, engaging with specific features, or meeting certain usage or volume thresholds, as may be imposed by the Company from time to time; and
the referral does not involve any fraud, abuse, self-referral, “sybil attacks”, “farming”, unfair practices, unfair or undue manipulation or exploitation of any mechanics of the Referral Programme or violation of our policies.

The amount, type and value of any rewards or benefits offered under the Referral Programme may be set, modified, withheld or cancelled by the Company at any time without prior notice or liability. From time to time, we may limit the number or amount of rewards a User may receive, impose expiration dates, or require additional actions to unlock rewards. Additionally, the Referral Programme may be limited, suspended, or made unavailable in certain jurisdictions due to applicable laws, regulations, or compliance requirements. You acknowledge and agree that we may disclose your personal details to your Referred Users as the referrer. Participation is subject to geographic eligibility, and the Company reserves the right to restrict access at its sole discretion. The Company shall not be liable or responsible to you or any third party, including the Referred User, in the event that your referral rewards or progress tracking are delayed, inaccurate, withheld or suspended for any reason, including technical issues, policy updates or user misconduct. You acknowledge that the Referral Programme does not in any way constitute financial or investment solicitation, or an offering to participate in securities or regulated products. The Referral Programme and any associated rewards are not intended to, and shall not be construed as, an inducement, solicitation, or enticement to engage in any form of cryptocurrency purchase, trading, or investment activity. We may reject or cancel any Referral Programme, or your participation thereto, at our sole and absolute discretion without any prior notice or explanation, or any further liability, to you.

User Created or Uploaded Content. The Application enables Users to upload and display content (including without limitation, images, text, messages, data, information, videos, voice and sound recordings) on the Application (collectively, the “User Content”).

You retain ownership over your User Content but you hereby grant the Company a perpetual, irrevocable, worldwide, fully paid up, non-exclusive, sub-licensable, right and license to use for any purpose whatsoever (whether commercial or otherwise) the User Content and all elements thereof, in any and all media, formats and forms, known now or hereafter devised. The Company shall have the unlimited right to copy, reproduce, fix, modify, adapt, translate, reformat, prepare derivatives, add to and delete from, rearrange and transpose, manufacture, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, provide access to, broadcast, and practice the User Content as well as all modified and derivative works thereof and any and all elements contained therein, and use or incorporate a portion or portions of the User Content or the elements thereof in conjunction with or into any other material. In the event you upload or otherwise transmit to the Company any concepts, ideas, or feedback relating to the Application, you shall not be entitled to any compensation for any such submission, unless expressly agreed between you and the Company, and the Company may freely use any such submission in any manner it deems appropriate. Any such submission by you shall not create any contractual relationship between you and the Company. Except to the extent that any such waiver is prohibited by law, you hereby waive the benefit of any provision of law known as "moral rights" or "droit moral" or any similar law in any country of the world. You represent and warrant that the User Content does not infringe upon the copyright, trademark, patent, trade secret or other intellectual property rights or proprietary rights of any third party.

You further represent and warrant that you will not use or contribute User Content that is unlawful, tortious, defamatory, obscene, containing adult content, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist or otherwise objectionable or inappropriate. The Company may remove or delete any User Content and any related content or elements from the Applications at its sole discretion (including without limitation, where the Company believes that any User Content is in violation of these Terms).

The Company does not guarantee that it will retain or store any User Content, and the Company shall not be liable or responsible to you or any third party for any inability to access or retrieve your User Content arising from any reason whatsoever (including without limitation, any loss, removal or deletion of User Content). You are solely responsible for retaining backups or copies of your own User Content. You are solely responsible for ensuring that any User Content you submit or upload to the Application comply with any applicable laws and third party rights, including but not limited to any intellectual property rights, privacy rights and publicity rights. You agree that any information included in your User Content may be used in accordance with our Privacy Policy. The Company always has the right, in its sole discretion, to accept or reject any User Content.

Your User Content is not confidential, and you authorise us to access and view your User Content in accordance with these Terms and to allow other Users and third parties to access and view your User Content (including without limitation, for the commercial exploitation and sale of your User Content).

You are legally responsible for all User Content you upload to the Application. If someone else assists you with the creation and submission of your User Content, this does not affect your legal responsibility. Our relationship is with you, and not with any third-party, and you will be legally responsible for ensuring that all User Content uploaded and submitted and all use of your account complies with the Terms of Use.

You warrant that each item of User Content you upload and submit to the Application complies with the Terms of Use, all other terms and policies incorporated therein, all other terms and policies applicable to your access and usage of the Application, and all applicable laws.

You are liable to and will indemnify us if any warranty in this section of these Terms of Use is untrue. This means you will be responsible for any resulting loss or damage we suffer.

We are not responsible for, do not control, and do not endorse any User Content on the Application. We have no direct control over what your User Content may comprise and are not obligated to pre-screen User Content. We reserve the right (but have no obligation to) to pre-screen, monitor, or reuse Content. We reserve the right to remove User Content that violates our Terms of Use.

Embedded Wallet. Access to the Embedded Wallet is tied to your authentication credentials. If you lose access to such credentials, recovery may be subject to the recovery processes offered by the third-party wallet provider. No seed phrase will be issued to you for the Embedded Wallet, and the Company does not store, control, or have access to any private keys or recovery materials associated with the Embedded Wallet. The Company is not responsible for your failure to maintain access to your account or your authentication credentials.

Non-Custodial Nature. The Embedded Wallet is non-custodial. Your Digital Assets are held in addresses or token accounts controlled by the Embedded Wallet, and the Company does not take possession of, or legal title to, any Digital Asset stored therein. Certain transaction signatures may be facilitated or initiated through the Application’s user interface, but all transactions are ultimately authorised by keys associated with your Embedded Wallet. Any transaction executed via the Embedded Wallet shall be deemed to have been authorised by you.

Access and Recovery. Access to the Embedded Wallet is tied to your authentication credentials. If you lose access to such credentials, recovery may be subject to the recovery processes offered by the third-party wallet provider. No seed phrase will be issued to you for the Embedded Wallet, and the Company does not store, control, or have access to any private keys or recovery materials associated with the Embedded Wallet. The Company is not responsible for your failure to maintain access to your account or your authentication credentials.

Third-Party Provider Terms. The Embedded Wallet is provided by a third-party wallet infrastructure provider and is subject to that provider’s terms and conditions. The Company does not control, audit, or guarantee the functioning, security, or availability of the Embedded Wallet or any services provided by such third-party providers.

External Wallet. You may choose to transfer Digital Assets to or from an external wallet or exchange account of your choice. The Company does not control, operate, or have access to any such external wallet, and is not responsible for the security, functionality, availability, or performance of any external wallet or for any loss arising from your use of, or inability to use, such external wallet.

Digital Wallets provided by Third Party Providers shall be subject to the terms and conditions of such Third Party Providers. The Company has no control or responsibility over Digital Wallets provided by Third Party Providers.

Digital Asset Information. Information relating to Digital Assets (including but not limited to supply, volume, pricing, trends and/or value of such Digital Assets) made available on or through the Application are obtained and/or sourced from external sources managed by Third Party Providers and has not been independently verified by the Company. The Application aggregates and publishes publicly available information relating to the blockchain and Digital Assets in a manner and format which we feel is easy to read and understand. Such information is also independently available from other sources, for example, a person may directly review transaction history, wallet activity or wallet / account balances and on a blockchain explorer. In providing information about Digital Assets, the Application associates or presumes the association of a relevant Digital Asset’s name, ticker, symbol or logo with a specific smart contract deployed to one or more blockchain systems. In making such associations, the Application relies upon third-party resources which may not be accurate or may not conform to a given User’s expectations. Multiple smart contracts can utilize the same Digital Asset name, ticker, logo or symbol as one another, meaning that the name, ticker, logo or symbol of a Digital Asset does not guarantee that it is the token desired by the User or generally associated with such name, ticker, logo or symbol. Users must not rely on the name, symbol, ticker or branding of a Digital Asset on the Application but instead must perform your own due diligence and research, including without limitation, examining the specific smart contract associated with the name, symbol, ticker or branding and confirm that the relevant Digital Asset accords with User’s expectations. Such information shall not be considered or construed as financial advice, investment advice, tax advice, legal advice, or any other sort of advice. No representation or warranty, express or implied, is made as to the fairness, accuracy, timeliness, quality, origin, ownership or completeness of the information made available on this Application, and is provided only for general informative purposes, and no reliance should be placed on it. The Company shall not be responsible or liable to you for any use of, or reliance placed on, the information relating to Digital Assets. We shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the information, nor for the availability of the information.

Progress Tracking Feature. From time to time, the Company may provide features that track your progress or record your activity and profile on the Application as part of the Progress Tracking feature, and to incentivise, and track, your participation on our Application and in our ecosystem. Such features may include the issuance of points, rewards, benefits and incentives to eligible and/or qualified Users, the granting, allocation or issuance of tiered statuses or programmes (for example, a VIP programme) and/or the conducting or issuance of various challenges, quests, mini-games or other activities that you may be able to participate in. We may also issue rewards, points, gifts or other benefits and incentives (“Rewards”) at our sole discretion (whether randomly or otherwise). Progress Tracking is provided for your information and entertainment only, and shall not be deemed as having any intrinsic value or entitling you to any reward, status or benefit. Such Progress Tracking may be reset regularly, and changes in the server status (such as server maintenance or server refreshes) may result in your Progress Tracking being reset, unsaved or lost. The Company shall not be liable or responsible to you or any third party in the event that your Progress Tracking is reset, unsaved or lost. Rewards are not, and may never convert to, accrue to, be used as basis to calculate, or become any other tokens or virtual assets or distribution thereof. Rewards do not constitute any currency or property of any type and are not redeemable, refundable, or eligible for any fiat or virtual currency or anything else of value. Rewards are not transferable between users, and you may not attempt to sell, trade, or transfer any Rewards, or obtain any manner of credit using any Rewards. Any attempt to sell, trade, or transfer any Rewards or tokens redeemable for or representing any Rewards will be null and void. ANY REWARDS ARE MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND.

Additional Terms relating to the Earn Feature

Use of the Earn Feature

By using the Earn Feature to deposit your Digital Assets, you agree to be bound by these Terms and by any additional terms applicable to the embedded wallet solution or other components that support the Earn Feature (collectively, the “Supplemental Terms”). The Application enables you to deposit supported Digital Assets (including, without limitation, SOL) into an Embedded Wallet that interacts with decentralised, non-custodial liquid staking infrastructure operated by the Company or an affiliated entity within the same corporate group (the “Staking Infrastructure”). The Earn Feature is intended solely to facilitate your ability to engage with the Staking Infrastructure through your Embedded Wallet. It does not constitute, and must not be interpreted as, an investment service, financial service, brokerage activity, or advisory service of any kind. All staking operations occur on-chain through decentralised smart contracts, and the Application does not hold, control, or have custody over your Digital Assets.

Rewards or yield available through the Earn Feature arise from Solana’s native staking performance and the on-chain mechanics of the liquid staking infrastructure operated by the Company or an affiliated entity (the “Staking Infrastructure”). Such rewards are variable, not guaranteed, and may fluctuate based on validator performance, network conditions, liquidity availability, protocol behaviour, and other factors. Any reward or yield figures displayed in the Application are illustrative, forward-looking, and non-binding. Actual rewards may differ between Users, over time, and across jurisdictions.

The Earn Feature is provided on a non-custodial basis. Your deposited Digital Assets are held in your Embedded Wallet or in associated on-chain token accounts controlled by that wallet. The Company does not take possession of, or legal title to, any Digital Assets deposited through the Earn Feature. While the Application may facilitate interactions with the Staking Infrastructure such as the issuance, holding, or redemption of protocol-level receipt tokens, these interactions occur entirely on-chain under the control of your Embedded Wallet. Certain technical actions may not be visible in the user interface, which displays your balance in SOL for convenience.

Subject to the functionality and rules of the Staking Infrastructure, Digital Assets deposited through the Earn Feature are generally redeemable and withdrawable at any time. However, the timing of redemptions may be delayed or restricted due to factors including, without limitation, network congestion, protocol-level constraints, liquidity availability, validator performance, a high volume of simultaneous withdrawal requests, or other unforeseen events. The Company or the Staking Infrastructure may specify minimum or maximum withdrawal or redemption limits per transaction or per day.
You acknowledge that participation in the Earn Feature and interaction with the Staking Infrastructure carries risks, including fluctuations in exchange rates, variability in staking rewards, slashing or validator penalties, smart contract vulnerabilities, and delays or failures in redemption. You understand and accept that you may experience no rewards, lower-than-expected reward, or a loss or diminution in the value of your Digital Assets. You further acknowledge that rewards are not guaranteed, historical performance is not indicative of future results, and you may not be able to withdraw your Digital Assets immediately in all circumstances.

The Company does not guarantee the availability, performance, continuity, security, profitability, yield, or appropriateness of the Staking Infrastructure. The Company may, at its discretion and without prior notice, modify, suspend, or discontinue access to the Earn Feature, or to any component of the Staking Infrastructure, or require the mandatory redemption or return of Digital Assets where Users become ineligible or where operational, legal, or technical considerations so require. The Company will not be responsible for any loss arising from such actions.
The Company does not represent or warrants that the Earn Feature or any Staking Infrastructure is suitable, permitted or available for use in any jurisdiction. Access to the Earn Feature may be restricted, suspended, or withdrawn at any time due to legal, regulatory, technical, operational, or risk-management considerations. You are solely responsible for determining whether your participation in the Earn Feature is appropriate for your personal circumstances, financial position, and risk tolerance.

Neither the Company nor any of its affiliates represents or warrants that the Earn Feature or any component of the Staking Infrastructure is suitable, permitted, or available for use in any jurisdiction. Access to the Earn Feature may be restricted, suspended, or withdrawn at any time due to legal, regulatory, technical, operational, or risk-management considerations. You are solely responsible for determining whether participation in the Earn Feature is appropriate for your personal circumstances, financial position, and risk tolerance.
The Company may, at its sole discretion and without prior notice:

modify, suspend, or discontinue access to the Earn Feature or or any component of the Staking Infrastructure;
specify, adjust, or impose minimum or maximum deposit or withdrawal amounts;
delay or restrict redemptions or withdrawals where necessary for liquidity, operational, technical, or risk-management reasons;
unwind, redeem, or return Digital Assets where Users become ineligible or where continued participation is impracticable, unlawful, or poses operational or regulatory concerns.

The Company shall not be liable for any loss arising from such actions.

Your continued use of the Earn Feature constitutes acceptance of any modifications to reward formulas, calculation methods, or distribution mechanisms that may occur from time to time. Where rewards are distributed, you acknowledge that receipt may be delayed due to insufficient liquidity, network congestion, or other technical issues.

Digital Assets deposited through the Earn Feature are generally redeemable and withdrawable at any time, subject to the functionality, rules, and liquidity of the Staking Infrastructure.
By depositing Digital Assets through the Earn Feature, you acknowledge that your participation is subject to the terms, rules, and inherent risks of the Staking Infrastructure, the underlying blockchain networks, and the Embedded Wallet solution used to facilitate transactions. The Application does not control these decentralised systems, and the Company is not responsible for their performance, availability, or security.

Participation in the Earn Feature. Prior to to using, and throughout your continued use of, the Earn Feature, you represent, warrant, covenant, and agree that:

you own the assets you deposit to the Earn Feature, and that such assets are free from any encumbrances, liens, security interest or claims by third parties;
your contribution or depositing of any assets complies with all applicable laws and regulations, including those relating to digital assets, sanctions, anti-money laundering, and tax.;
we do not verify the ownership of any assets or source of any Digital Assets and has no responsibility to do so;
you are not relying on any representations, warranty, statement, or projection made by us or on the Application in respect of any potential returns, performance or risks of staking of the Digital Assets or participating in the Earn Feature.;
you possess the necessary skills and knowledge to use the Earn Feature or if otherwise, you have consulted your own independent advisor;
you understand that the Earn Feature operates on a non-custodial basis. Your Digital Assets are held in an Embedded Wallet or associated token accounts controlled by keys linked to your account credentials. The Company does not hold, control, or take possession of your Digital Assets.; and
you fully understand and accept the risks involved in using the Earn Feature, including the risks arising from its interaction with decentralised liquid staking infrastructure operated by the Company or an affiliated entity within the same corporate group (the “Staking Infrastructure”). Although the Staking Infrastructure is operated by the Company or such affiliate, it functions through decentralised smart contracts, validator operations, and blockchain networks that the Application does not control. The Application does not control the operation, performance, security, or availability of the underlying blockchain network, validator sets, or smart contracts that support the Staking Infrastructure.
You acknowledge that the Company does not store or manage private keys for your Embedded Wallet. You are responsible for maintaining access to your authentication credentials and for securing your devices.
You fully understand and accept the risks associated with staking-based reward features, including:

variable or zero rewards;
fluctuations in on-chain exchange rates;
validator or protocol failure;
slashing or penalties;
network delays or congestion;
liquidity limitations that may delay withdrawals;
smart contract vulnerabilities, and
loss of access to your Embedded Wallet.

These risks may result in partial or total loss of your Digital Assets.

Limitations and Restrictions

You acknowledge and agree that the Company may, in its sole discretion and at any time, determine the availability, scope, configuration, and terms of the Earn Feature that may be made available to you. This includes without limitation: (a) specifying the Digital Assets that may be deposited through the Earn Feature; (b) imposing or modifying minimum or maximum deposit, withdrawal, or redemption amounts; (c) determining the method, timing, or commencement of reward accrual (if any); (d) modifying or discontinuing support for any component of the Staking Infrastructure; and (e) suspending, restricting, or terminating access to the Earn Feature in whole or in part. We will not be responsible or liable to you or any other person or entity for any direct, indirect, incidental, special, punitive, or consequential losses (including loss of profits, business, value, data, or opportunities) arising from or relating to any modification, suspension, limitation, or removal of the Earn Feature.

You further acknowledge and agree that the Company and the Application may at any time, in its sole discretion and without prior notice, impose additional operational, technical, regulatory, or risk-management restrictions, including:

limits on the amount or value of Digital Assets you may deposit, redeem, or withdraw;
limits on the total amount of Digital Assets supported or routed through the Earn Feature across all users;
temporary or permanent restrictions on deposits or withdrawals due to liquidity constraints, network conditions, protocol behaviour, or other operational considerations;
mandatory redemption, unwinding, or return of Digital Assets where continued participation becomes unlawful, impracticable, or otherwise inappropriate.

You agree that the Company shall not be liable for any loss arising from any such restrictions or limitations.

Additional Disclaimers

Staking and Protocol Risks: Participation in the Earn Feature involves interaction with decentralised, non-custodial staking protocols operated by the Company or an affiliated entity (the “Staking Infrastructure”). Your Digital Assets may be subject to risks inherent in such decentralised systems such as slashing penalties, validator downtime, fluctuations in protocol exchange rates, smart contract vulnerabilities, blockchain reorganisations, network outages, congestion, or other unforeseeable events, malicious actors, hacking, theft, loss and other destruction of some or all of your Digital Assets. Your Digital Assets may also be exposed to risks arising from malicious actors, hacking, theft, or loss of access to your Embedded Wallet. As the contribution or depositing of Digital Assets may render them temporarily illiquid or inaccessible, you may experience opportunity costs, a loss or diminution in value, or delays in redemption or withdrawal. By using the Earn Feature, including contributing, depositing, redeeming, or withdrawing Digital Assets, you acknowledge and agree that you do so entirely at your own risk, and that you may suffer a loss of value, loss of opportunities, loss, destruction, or forfeiture of some or all of your Digital Assets.

Liquidity and Redemption Risk: Withdrawals or redemptions of Digital Assets may be delayed or restricted due to liquidity limitations, validator performance, protocol-level mechanics of the Staking Infrastructure, high volumes of simultaneous withdrawal requests, network conditions, or other operational or technical constraints. There may be periods where liquidity is reduced or unavailable, during which you may be unable to redeem or withdraw Digital Assets immediately. The Company does not guarantee continuous liquidity or instant redemption, and you acknowledge that redemption times may vary or be delayed in certain circumstances.
Market Volatility Risk: The value of your contributed or deposited Digital Assets can be highly volatile and may fluctuate significantly in short periods. You assume all risks associated with the changes in market price, including the risk of principal or any accrued rewards.

Rewards Variability and Rate Fluctuation. Any rewards or yield generated through the Earn Feature arise from on-chain staking performance and the exchange-rate mechanics of the Staking Infrastructure. Reward rates are variable, may increase or decrease at any time, and may differ from any illustrative or projected figures displayed in the Application. There is no guarantee that you will receive any rewards, that rewards will accrue at any particular rate, or that past performance will reflect future outcomes.

Regulatory and Legal Risk. Changes in applicable laws,regulations, licensing requirements, tax treatment, or enforcement practices may affect your eligibility and/or ability to participate in our Earn Feature. You are solely responsible for ensuring that your participation in the Earn Feature complies with all applicable legal and regulatory obligations in your jurisdiction.

Platform and Technology Risk. The Application, the Embedded Wallet, and the Earn Feature may experience interruptions, software errors, security vulnerabilities, transmission failures, data corruption, or other technical issues related to blockchain and distributed-systems technology. Such issues may impair your ability to access the Application, view balances, initiate transactions, deposit assets, redeem assets, or access the Earn Feature. The Company does not guarantee the continuous, uninterrupted, or error-free operation of the Application or any component of the Staking Infrastructure.

No Liability: To the fullest extent permitted, the Company is not responsible or liable for any damage, loss, cost, claim, expenses or other liabilities (including loss of value, loss of opportunities, or total loss of Digital Assets) arising out of or relating to your use of, or inability to use, the Earn Feature, the Embedded Wallet, or any component of the Staking Infrastructure.
Timing and Delay Risk: You acknowledge and agree that the Company shall have no liability for losses arising from delays in the deposit, protocol-level deployment, accrual, redemption, or withdrawal of Digital Assets. Timing of such events may be affected by network conditions, validator performance, protocol behaviour, operational constraints, or unexpected system issues.

Restrictions on Use of Application and Features

Restrictions. The Company may suspend or revoke your license to use the Application or any Services or Content made available thereon if you violate, or assist others in violating, the restrictions and limitations set forth below. You agree that you will not, in whole or in part or under any circumstances, do any of the following:

Unauthorized Derivative Works: Copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on or related to the Application or the Services (or any Content made available thereon).

Prohibited Commercial Uses: Exploit or use in a manner for commercial purposes, in its entirety or individual components, the Application (or any Content made available thereon) for any purpose not expressly authorized by the Company, including, without limitation (i) accessing and using the Application at commercial establishments; (ii) using the Application to advertise, market, provide or sell any third-party product or service; (iii) performing in-Application services including, without limitation, account boosting or resource-farming or botting or similar activities, whether in exchange for payment or otherwise; (iv) communicating or facilitating (by text, through the Social Features or otherwise) any commercial advertisement, solicitation or offer through or within the Application or (v) organizing, promoting, facilitating, or participating in any event involving wagering on the outcome, or any other aspect of, activities within the Application, whether or not such conduct constitutes gambling under the laws of any applicable jurisdiction, without authorization.

Cheating: Create, use, offer, promote, advertise, make available and/or distribute the following or assist with any of the following activities:

exploits; i.e. methods not expressly authorized by the Company (whether accomplished using hardware, software, a combination thereof, or otherwise), influencing and/or facilitating use of any Service or Content in a manner that is unintended by the Company, including exploits of any bugs in any Service or Content in the Application, and thereby granting you and/or any other User an undue and unfair advantage over other Users not using such methods;
bots; i.e. any code and/or software, not expressly authorized by the Company, that allows the automated control of your User Account or any Service or Content of the Application;
hacks; i.e. accessing or modifying the software of the Application (or any Service or Content made available therein) in any manner not expressly authorized by the Company; and/or
any code and/or software, not expressly authorized by the Company, that can be used in connection with the Application, any Service, any Content and/or any component or part thereof which changes and/or facilitates the feature or functionality of the same;

Data Mining: Use any unauthorized process or software that intercepts, collects, reads, or “mines” information generated or stored by the Application (or any Service or Content made available therein); provided, however, that the Company may, at its sole and absolute discretion, allow the use of certain third-party user interfaces.

Unauthorized Connections: Facilitate, create or maintain any unauthorized connection to the Application (or any Service or Content made available therein) including without limitation (i) any connection to any unauthorized server that emulates, or attempts to emulate, the Application (or any Service or Content made available therein); and (ii) any connection using third-party programs or tools not expressly authorized by the Company.

Transfers: Attempt to sell, sublicense, rent, lease, grant a security interest in or otherwise transfer any copy of the Application (or any Service or Content made available therein) or component thereof, or your rights to the Application (or any Service or Content made available therein) to any other party in any way not expressly authorized herein.

Disruption / Harassment: Engage in any conduct intended to disrupt or diminish the social experience for other Users, or disrupt the operation of the Company’s Application (or any Service or Content made available therein) in any way, including:

Disrupting or assisting in the disruption of any server, equipment, hardware or computer system used to support the Application (or any Service or Content made available therein) or interfering with, disrupting, negatively affecting or inhibiting other Users from enjoying the Application or any Service or Content made available therein, or in any action or conduct that could damage, disable, overburden, or impair the functioning of the Application, Service or Content made available therein. ANY ATTEMPT BY YOU TO DISRUPT THE APPLICATION OR UNDERMINE THE LEGITIMATE OPERATION OF THE APPLICATION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS.
Harassment, “griefing,” abusive behaviour or chat, conduct intended to unreasonably undermine or disrupt the Application experiences of others, and/or any other activity which violates these Terms.
Post or transmit unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other similar form of solicitation within the Application.

Violation of Laws: Access or Use the Application or any Service or Content provided therein to violate or attempt to violate any applicable law or regulation (including without limitation any applicable anti-money laundering, anti-proliferation and anti-terrorism financing laws and sanctions programs, including, without limitation, the U.S. Bank Secrecy Act and those enforced by the U.S. Department of Treasury's Office of Foreign Assets Controls and any other export control laws).

Violation of Policies: Access or Use the Application or any Service or Content provided therein to violate or attempt to violate any policies of the Company.

Violation of Proprietary Rights: Use the Application or Services in any manner that violates, misappropriates, or infringes the rights of the Company, our licensors, our Users, or others, including privacy, publicity, intellectual property, or other rights.

Impersonation. Use the Application, Services or any content that involves falsehoods, misrepresentations, or misleading statements, including impersonating someone.

Circumvention of Security. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our service providers or any other third party to protect the Application, or any Service or Content.

VPN. Disguise your location through IP proxying, VPN or other methods.

Circumvention of Content Filtering. Circumvent any content-filtering techniques, security measures or access controls employed on the Application or any Service or Content) in any manner.

Illegal, Unfair or Manipulative Trading Practices. Engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities in any Digital Asset, or taking undue or unfair advantage over other Users, including without limitation:

trading at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity, unduly or improperly influencing market prices or establishing a price which does not reflect the true state of the market;
trading without changes in material beneficial ownership for the purpose of creating or inducing a false or misleading appearance of trading activity or creating or inducing a false or misleading appearance with respect to market conditions;
participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing market prices;
transacting in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions, in each case, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein; or
engaging in token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs, or other token-based fundraising events;
taking advantage of any arbitrage between the Application and other platforms or service providers;
engage in any money laundering, terrorist financing, or other illegal activities; and

Encourage or enable any other individual to do any of the foregoing.

You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws").

Without limiting the foregoing, you may not use the Application or any Service or any Content if:

you are a citizen of, or located in or ordinarily resident in any of the Prohibited Jurisdictions as defined below; or
you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial or other sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial or other sanctions regime; or
you intend to supply the Application or any Service or any Content to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial or other sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial or other sanctions regime.

A “Prohibited Jurisdiction” refers to any of the following:

United States of America;
Canada;
Iran;
North Korea;
Russia;
Certain regions of Ukraine including Crimea, Sevastopol and the areas of Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts not controlled by the Ukrainian government;
Cuba;
Yemen;
Sudan;
South Sudan;
Libya;
Lebanon;
Syria.

In addition to the geographical restrictions in Sections 5(C) and 5(D) above, we reserve the right to refuse customers from any other country (collectively, “Restricted Jurisdictions”).

Particular Services and Content may also not be available in certain countries due to regulatory, licensing and local restrictions.

We may deploy technological solutions (such as geo-blocking) to prevent persons located in Restricted Jurisdictions from registering an account and/or otherwise being able to access, or to use, the Application or Services. You acknowledge and agree that we will not be responsible to you for, and that you will indemnify and hold us harmless for and in relation to, any losses suffered by you as a result of your attempting to access the Application or Services from within a Restricted Jurisdiction, including by way of any means designed to circumvent any controls or technological solutions that we may have in place from time to time, and which are intended to prevent or limit such access. You accept and acknowledge that we reserve the right to detect and prevent the use of prohibited techniques, including but not limited to fraudulent transaction detection, examination of your device properties, detection of geo-location and IP masking, transactions and blockchain analysis.

By accessing the Application (or any Service or Content found thereon), and entering into this agreement, you confirm that you are not located in a Restricted Jurisdiction or a jurisdiction in which it is illegal to use the Application (or any Service or Content found thereon).

We reserve the right to terminate or limit any person’s User status or access to or use of the Application at any time, with or without notice, as determined in our sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including a person’s identity, blockchain address, IP address, internet service provider, virtual provider network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, or suspicion that User has engaged or intends to engage in any of the restrictions set out above.

Payment, Gas Fees and Taxes

You may be charged fees or charges to access or use some of the Services on the Application, including fees without limitation:

such fees for the utilisation of the Application (the “Application Fee”) on all transactions made on or via the Application (each a “Application Transaction”). We reserve the right to change or revise the Application Fee at any time, and any changes or revisions to the Application Fee will be published on the website and/or be updated within these Terms. It is your responsibility to take note of any changes or revisions to the Application Fee, and any Application Transaction conducted by you after the Application Fee is revised shall constitute your acceptance of such revised Application Fee; and
gas fees or transaction fees charged on the deposit, withdrawal, conversion, swaps or other transactions relating to the Digital Assets carried out via any Services or other fees or charges imposed by Third Party Providers when you use their Dapps (“Third Party Fees”). Where applicable, gas fees are paid to the third parties and/or network of computers that operate the blockchain and/or process the transactions and are not paid to us. Kindly note that such Third Party Fees often fluctuate based on a number of factors, all of which are not under our control, and may therefore change at any time without notice.

By using the Services, you agree to pay any such fees or charges (including the Application Fee and the Third Party Fees) imposed for the use of such Services.

Although the Company or the Third Party Provider endeavours to provide an accurate estimate of the final quote, any such information only represents an estimation of the applicable fees or charges (such as the Application Fee and/or the Third Party Fees), which may vary from the fees or charges actually paid to use the relevant Service and/or interact with the relevant blockchain or any other network with which the relevant Service and the Application are compatible.

Any transactions or payments made through any Service via the Application will be processed through the blockchain or such other payment gateway or process as may be determined by us or by the relevant Third Party Provider (collectively, the “Payment Process”). We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions made via the Payment Process. You acknowledge that we have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions you made via any Service, including, but not limited to, instances where your payment was not properly processed on the Payment Process or where payment was erroneously made to an unintended recipient. It is solely your responsibility to confirm that your payment for any Application Transaction has been processed and completed successfully. We do not provide refunds for any fees, payments or Application Transactions that you might make on or through the Application.

All amounts payable by you under these Terms will be paid to us without set-off or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we use commercially reasonable efforts to communicate updated fees and charges through our Application, or other public channels. We may increase or add new fees and charges for any existing Services you are using by using commercially reasonable efforts to notify Users through our Application, or other public channels.

You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other governmental authority associated with your use of the Application (collectively, the “Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign or other), including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments (including gas fees) made to us pursuant to these Terms.

Ownership of Intellectual Property

The Application and the Services and Content contained therein, including any Application Trademarks (defined below), media, web applications, mobile applications, software, computer code, metadata, materials, design, text, images, photographs, illustrations, animation, content, text, media files, artwork, graphic material, databases, proprietary information, graphics and visual effects, as well as any accompanying documentation or other written materials, tangible or intangible, and all legally protectable elements of the foregoing, including, without limitation, all derivative works, translations, adaptations or variations of same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, and all Intellectual Property Rights therein (all of the foregoing, individually and collectively, the “Application Assets”), are our property and/or where applicable, the property of our licensors or suppliers. The Application may contain materials licensed by third-parties to the Company, and these third-parties may enforce their ownership rights against you in the event that you violate these Terms. Nothing in these Terms shall be interpreted as granting any license of Intellectual Property Rights of the Application Assets to you other than as explicitly set forth in these Terms. You may not remove, delete or obscure any trademark notice, copyright notice or other intellectual property notice in any part of the Application. You may not do anything that infringes, violates or misappropriates the exclusive rights belonging to us.

Under these Terms, “Intellectual Property Rights” refer to patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. “Application Trademarks” means any and all logos, trademarks, service marks, and trade dress associated with the Application, including the “Sanctum”, “Cloud Pet” and “$CLOUD” names or products or services developed by us.

The animations, page headers, custom graphics, button icons, style sheets and scripts that contribute to the “look and feel” of the Application are service marks, trademarks and/or trade dress that belong to us and may not be copied, imitated or used, in whole or in part, in connection with any product or service that is not expressly authorized by us in writing, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits the Application, the Application Trademarks or the Company.

You may choose to submit comments, bug reports, ideas or other feedback about the Application, including, without limitation, about how to improve the Application, the Services or any Content through the email address provided at the end of these Terms or support channels within the Application (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

Third-Party Providers And Services

The Application and any Services made available thereon may contain software or services provided by or links to third-party services (“Third-Party Content”). We make no warranties or representations, express or implied, in respect of the availability, functionality or content of such Third-Party Content, and you agree that the Company shall not be liable for any loss or damages arising from or in connection with your use of any third-party services. You may be subject to the terms and policies of such relevant third-parties.

When you use the Application and any Service and any Content made available thereon, you may also be using the functionality, application, software or service of one or more Third Party Providers. For example, the operation of the Embedded Wallet, Earn Feature and defi trading features rely on smart contracts, blockchains, and computer infrastructure operated by third persons. Your use of those and other third-party functionality, application, software or service (each a "Third-Party Service") will be subject to the privacy policies, terms of service or terms of use and similar policies and terms, and fees of those Third Party Providers. You agree that the Company shall not be liable for any loss or damages arising from your use of or the breach thereof of any Third-Party Service. We have no responsibility for any Third-Party Content or any Third-Party Service that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third-Party Content or to use a Third-Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third-Party Content and Third-Party Service at any time without notice.

The Application and any Service and any Content made available thereon may contain links to Third-Party Services (including, without limitation, Dapps), and may leverage or plug into such Third-Party Services to enable certain features. When using a Dapp or other Third-Party Service, you understand that you are at no time transferring your Digital Assets or private keys to us. We provide the Application (and the Service and/or Content made available thereon) and access to Third-Party Services only as a convenience, and we do not have control over their content, and we do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products or functionality made accessible via the Application or by those Third Party Providers (including any related website, resources or links displayed therein). We make no warranties or representations, express or implied, about the Application (including any Content or Service made available thereon) or such linked Third-Party Services, the third parties they are owned and operated by, the information contained on them or the suitability of their products or services. You acknowledge sole responsibility for and assume all risk arising from your use of the Application and any Service and any Content made available thereon including any third-party website, applications, or resources. When you click such a link, we may not warn you that you have left our Application.

We may provide experiences on social media platforms that enable online sharing and collaboration among users who have registered to use them. Any content you post is subject to the terms of use /terms of service and privacy policies of those platforms and related services. We have no control over such social media platforms or related services, and they are deemed Third-Party Services under these Terms.

Data Protection and Privacy.

In the course of your access and/or use of the Application or any Service, we may be required to collect, use, disclose and/or process certain data (including personal data) belonging to you. In this regard, we will collect, use, disclose and/or process your personal data in accordance with applicable data protection and privacy laws, and as set out in our Privacy Policy.

Limited Warranty and Disclaimer.

GENERAL:

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON ARE PROVIDED ON AN “AS IS”, “UNDER DEVELOPMENT”, "WITH ALL FAULTS" AND “AS AVAILABLE,” BASIS FOR USE, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED OR ERROR-FREE USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON MAY NOT BE SECURE AND MAY BE INTERCEPTED OR LATER ACQUIRED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON IS AT YOUR OWN RISK. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY, ITS DIRECTORS, OFFICERS AND EMPLOYEES, NOR ITS SUPPLIERS, THIRD PARTY PARTNERS OR LICENSORS WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES OR ANY OTHER DAMAGES BASED ON CONTRACT, TORT, STRICT LIABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY OR THEFT OR MISAPPROPRIATION OF PROPERTY OR ANY OTHER THEORY (EVEN IF THE COMPANY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (A) THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON; (B) THE USE OR THE INABILITY TO USE THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS, CONTENT OR CONDUCT OF ANY THIRD PARTY ON THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON; (E) ANY ACTIONS THE COMPANY TAKES OR FAILS TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND; (F) HUMAN ERRORS; (G) TECHNICAL MALFUNCTIONS; (H) FAILURES, INCLUDING PUBLIC UTILITY OR TELEPHONE OUTAGES; (I) OMISSIONS, INTERRUPTIONS, LATENCY, DELETIONS OR DEFECTS OF ANY DEVICE OR NETWORK, PROVIDERS, OR SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THOSE THAT DO NOT PERMIT PARTICIPATION IN THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON); ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; (J) INABILITY TO FULLY ACCESS THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON OR ANY OTHER WEBSITE; (K) THEFT, TAMPERING, DESTRUCTION, OR UNAUTHORIZED ACCESS TO, IMAGES OR OTHER CONTENT OF ANY KIND; DATA THAT IS PROCESSED LATE OR INCORRECTLY OR IS INCOMPLETE OR LOST; (L) TYPOGRAPHICAL, PRINTING OR OTHER ERRORS, OR ANY COMBINATION THEREOF; OR (M) ANY OTHER MATTER RELATING TO THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (I) YOUR ACCESS TO OR USE OF THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON WILL MEET YOUR REQUIREMENTS, (II) YOUR ACCESS TO OR USE OF THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (III) USAGE DATA PROVIDED THROUGH THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON WILL BE ACCURATE, (IV) THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON WILL BE SECURE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT THE COMPANY, ITS DIRECTORS, OFFICERS AND EMPLOYEES HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO ITS GROSS NEGLIGENCE OR WILFUL MISCONDUCT.

THE COMPANY, ITS DIRECTORS, OFFICERS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF ANY DIGITAL WALLETS OR OTHER APPLICABLE BLOCKCHAIN, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN OR COMPROMISED PASSWORDS OR SEED PHRASES OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) INTELLECTUAL PROPERTY INFRINGEMENT BY THE USERS; (E) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE APPLICATION AND ANY SERVICE AND ANY CONTENT MADE AVAILABLE THEREON.

DIGITAL ASSETS RELATED DISCLAIMERS

The Company and the Application and the Services could be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit your ability to access or use the Application, the Services, decentralised protocols or networks or other applicable blockchain. The Company, the Application and the Services are not registered or licensed by any governmental or regulatory authority or agency. No such governmental or regulatory authority or agency has reviewed or approved the Company, the Application and the Services provided thereunder.

You acknowledge and agree that blockchain and decentralized technologies are an emerging technology and progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to smart contracts, Digital Assets, the Application, and the Services which could result in the theft or loss of your cryptographic tokens or property, among other potential consequences. By using the Application and any of the Services you acknowledge and agree to undertake these risks.

You acknowledge and agree that such Digital Assets, blockchain technologies and associated assets are highly volatile due to many factors including but not limited to popularity, adoption, speculation, regulation, technology and security risks. You also acknowledge and agree that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the relevant protocol or network or other applicable blockchain. The Company does not invite or make any offer to acquire, purchase, sell, transfer or otherwise deal in any Digital Asset. Third parties may provide services involving the acquisition, purchase, sale, transfer or exchange of Digital Assets; the Company does not provide any such service and does not undertake any liability in connection thereto. You acknowledge and agree these risks and represent that the Company cannot be held liable for changes and fluctuations in value or increased costs.

The Company is a developer and provider of software. The Company is not a broker, fund management agency, fund manager, financial institution nor is it a dealer or arranger, nor does it operate a Digital Asset exchange platform or offer trade execution or clearing services and, therefore, has no oversight, involvement, or control concerning the transactions you choose to conduct via the Services. All transactions between Users are executed and conducted directly on the Third Party Service via any relevant protocol or network (or other network) addresses through smart contracts. You are responsible for complying with all laws that may be applicable to or govern your use of the Services, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. CFTC, the federal securities laws and the regulations promulgated thereunder by the U.S. SEC, the Securities and Futures Act and the Payment Services Act overseen by the Monetary Authority of Singapore and all foreign laws that apply to you and your use of such Services.

There are risks associated with using an Internet-based currency, including, but not limited to, the risk of hardware, software and Internet connections failure or problems, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet. You accept and acknowledge that the Company will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Application, the Services, any relevant protocol or network or other applicable blockchain for processing transactions, however caused.

You acknowledge and agree that the Application, and the Services and Contents made available thereon are software code and are subject to flaws and acknowledge that you are solely responsible for evaluating any smart contract, code provided by the Application and/or the Services and Content made available thereon and the trustworthiness of any third-party websites, products, smart-contracts, or content you access or use through the Application. Like all software, the Application and the Services may be subject to exploits. The Company is not and will not be responsible for exploits of any kind. While the Company has taken a number of precautions to maintain the security of the Application and the Services respectively, this is a nascent technology and it is not possible to guarantee that the software codes or any smart contracts are completely free from vulnerabilities, bugs or errors. You accept all risks that arise from using the Application and the Services, including, and not limited to, the risk of any funds being lost due to a failure or exploit of the Application or any of the Services. You further expressly acknowledge and agree that the Digital Assets, and any relevant protocol or network applications or other blockchain applications can be written maliciously or negligently, that the Company cannot be held liable for your interaction with such Digital Assets applications and that such applications may cause the loss of property or even identity. This warning and others later provided by the Company in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Application or any Service or Content made available thereon.

Any and all information provided in connection with your access and use of the Application (or any Service or Content made available thereon) should not and may not be construed as legal, tax, investment, financial, professional or other advice. You should not take, and should refrain from taking, any action based on any information contained on the Application (or any Service or Content made available thereon), or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Application (or any Service or Content made available thereon) or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).

The following risks are associated with Digital Assets, the Application, the Services and blockchain based technologies in general: the risk of losing private keys, theft resulting from third parties discovering your private key, value fluctuation of Digital Assets on the secondary market, disruptions to any applicable protocol or network caused by network congestion, lack of usability of, or loss of value with respect to, digital assets due to a hard fork or other disruption to the to any applicable protocol or network, or errors, bugs, or vulnerabilities in the smart contract code associated with a given Digital Asset or transactions involving Digital Assets.

Upgrades, forks or changes to the blockchain or a change in how transactions are confirmed on the blockchain may have unintended, adverse effects. In the event of a change to an underlying blockchain network, or other network disruption, resulting in a fork of the existing blockchain into one (or more) additional blockchains, the Application and the Services may not halt and stop functioning. In addition, in the event of a fork, transactions on the network may be disrupted, including transactions involving the Application and the Services.

Other counterparty risks. Apart from situations where another User is the Counterparty, the use of the Application may include other counterparty related risks including without limitation, if a market maker or liquidity provider faces issues which could result in slippage or an inability to execute trades; failures by or disputes with payment processors which may delay deposit and withdrawal transactions; borrowers defaulting on their repayment obligations which may delay the redemption of deposits from certain products. In such other exceptional circumstances, your Digital Asset holdings and your ability to transact or deal with your Digital Asset holdings, may be adversely affected which may result in a range of outcomes including, without limitation, transactions not completing as expected, trading costs being irrecoverable, loss of profits, inability to acquire or dispose of assets at the desired time or price.

The Digital Asset industry is subject to systemic and systematic risk. Systemic and systematic risks are both threats to the Digital Asset markets and economy, but the cause of these risks and the approaches for managing them are different. Systemic risk is the risk that a company or industry-level risk could trigger a major collapse. Systematic risk is the risk inherent to the entire market, which can be economic, sociopolitical, technological, or natural in origin. These risks can affect the prices of Digital Assets.

Limitations of Liability. To the fullest extent allowed by applicable law, the Company, its parent, subsidiaries, Third Party Providers and affiliates shall not be liable for any loss or damage arising out of your use of, or inability to access or use, the Application or Services. The Company liability shall never exceed the total Application Fees paid by you to the Company during the six (6) months prior to your making a claim against the Company, or USD$100, whichever is lower, unless applicable law explicitly disallows this limitation, in which case the Company’s liability shall be limited to the fullest extent permitted by applicable law.

Indemnity. You hereby agree to defend and indemnify the Company, its parent, subsidiaries, licensors and affiliates against and from any third party claims, liabilities, losses, injuries, damages, costs or expenses incurred by the Company arising out of or from any violation by you of these Terms or your misuse of the Application or Services.

Equitable Remedies. You agree that the Company would be irreparably damaged if the sections of these Terms were not specifically followed and enforced. In such an event, you agree that the Company shall be entitled, without bond or other security, or proof of damages, to appropriate equitable relief in the event you breach these Terms; and that the awarding of equitable relief to the Company will not limit its ability to receive remedies that are otherwise available to the Company under applicable laws.

Amendments and Variations.

Alterations to the Terms.

The Company’s Rights. The Company may create updated versions of these Terms (each a “New Terms”) as its business and the law evolves.

New Terms. These Terms will terminate immediately upon the introduction of a New Terms. New Terms will not be applied retroactively and cannot alter the process for resolving a Dispute between us once you have notified the Company of a Dispute. If you do not wish to be bound by a New Terms, you must immediately cease using the Application or Services. Your continued use of the Application or the Services after the Company has published any New Terms constitutes acceptance by you of the New Terms.

Term and Termination.

Term. These Terms are effective upon your first access and use of the Application, and shall remain in effect until it is terminated or superseded by a New Terms, or, if neither of the foregoing events occur, as long as you continue using the Application.

Termination

The Company reserves the right to terminate these Terms at any time for any reason, or for no reason, with or without notice to you. For purposes of explanation and not limitation, most access and usage suspensions and terminations are the result of violations of these Terms. In case of minor violations of these rules, the Company may provide you with a prior warning and/or suspend your use of the Application due to your non-compliance prior to terminating these Terms.

In the event of a termination of these Terms, you will continue to be able to access and use your Digital Wallet, but you may need to do so through means outside of the Application (for example, a browser extension). In addition, you will not be able to use the Application. The Dispute Resolution provisions of these Terms will survive termination and apply to all Disputes that arose or could have been initiated prior to termination.

Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS OR REPRESENTATIVE CAPACITY

APPLICABILITY OF THIS DISPUTE RESOLUTION POLICY. This binding individual arbitration section will not apply to the extent prohibited by the laws of your country of residence. To the fullest extent allowed by applicable law, you and the Company agree to submit all Disputes between us to individual, binding arbitration. A “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and the Company that relates to any aspect of our relationship, including, without limitation, your use or attempted use of the Application (including any Service or Content made available thereon), and all marketing related to them, any licensed content, and all matters arising under these Terms, the Company’s Privacy Policy, or any other agreement between you and the Company, including the validity and enforceability of this agreement to arbitrate. A Dispute shall be subject to binding, individual arbitration regardless of whether it is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory. This includes claims that accrued before you entered into these Terms. You understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.

INFORMAL NEGOTIATION PERIOD. In an effort to accelerate resolution and reduce the cost of any Dispute related to, or arising out of, these Terms, you and the Company agree to first attempt to negotiate any Dispute (except as set out in Section 16.F. below) informally for at least thirty (30) days before either party initiates any arbitration or court proceeding. Notice must be provided within one (1) year of the Dispute having arisen, but in no event after the date on which the initiation of legal proceedings would have been barred under the applicable statute of limitations. The failure to provide timely notice shall bar all claims.

Negotiations will begin upon receipt of written notice by the party raising the Dispute. The Company will send its notice to your e-mail address or otherwise contact you via the registered telephone number that you have provided to us.
You will send your notice to the Company at hello@sanctum.so.

BINDING ARBITRATION. If a Dispute cannot be resolved through negotiations, either you or the Company may elect to have the Dispute finally and exclusively resolved by binding arbitration. The provision by you of a notice to the Company, containing all of the information referenced above, and your good-faith participation in the Informal Negotiation Period, are prerequisites to commencing arbitration.

Any dispute as to any matter arising under, out of or in connection with this Agreement (including but not limited to any question regarding its existence, validity or termination) shall be referred to and finally and exclusively determined by arbitration in Panama at the Arbitration and Settlement Centre of Panama (“CECAP”) in accordance with the Arbitration Rules of the CECAP for the time being in force, which rules are deemed to be incorporated by reference in this Section. The Tribunal shall consist of one arbitrator to be appointed by the Chairman (or equivalent position) of the CECAP. The language of the arbitration shall be English. The award by the arbitrator shall be valid, final and binding on each of the Parties. The Parties shall have the right to seek interim injunctive relief from a court of competent jurisdiction, both before and after the arbitrator has been appointed, at any time up until the arbitrator has made its final award. The Parties undertake to carry out any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. You and the Company shall be responsible for their respective attorneys’ fees and expenses.
THE ARBITRATION PROCEEDINGS DESCRIBED HEREIN WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. The arbitrator may not consolidate disputes against the Company by other individuals or entities unless the Company expressly consents to such consolidation. These Terms provide no right or authority for any Dispute to be arbitrated, adjudicated, or resolved through proceedings on a class or representative basis or using class action procedures. The arbitrator may award any relief that is permitted by applicable law with respect to your individual claim, but to the maximum extent permitted by applicable law, may not award relief against the Company respecting any person other than you.

CLASS AND COLLECTIVE ACTION WAIVER. To the fullest extent allowed by applicable law, you and the Company agree that neither you nor the Company may participate as a class representative, private attorney general, or as a member of any class of claimants for any Dispute subject to arbitration or for any non-arbitrable claim pursued in court. The arbitrator and any court shall construe the agreement to arbitrate and the agreement to waive class or collective actions in any manner that will render them enforceable and give them effect. If, for any reason, this class or collective action waiver is deemed unenforceable by a court or arbitrator, you agree that the parties’ contract to arbitrate is then entirely void. If any portion of these Terms other than the class action waiver is found illegal or unenforceable, such portion shall be severed and the remainder of these Terms shall be given full force and effect. Any Dispute subject to any such portion of these Terms shall be decided by the arbitrator.

GOVERNING LAW. Unless these Terms include express language to the contrary, all Disputes shall be governed by and construed under the laws of Panama without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. This paragraph will be interpreted as broadly as applicable law permits.

EXCEPTIONS TO NEGOTIATIONS AND ARBITRATION. You and the Company agree that the following Disputes are not subject to the above provisions concerning negotiations and binding arbitration:

any Dispute seeking to enforce or protect, or concerning the validity of, any of the Company’s intellectual property rights;
any Dispute related to, or arising from, claims that the other party has committed piracy;
individual actions duly filed in a small-claims court of competent jurisdiction on a non-representative basis; any claim within the jurisdictional limits of the small claims courts;
enforcement actions pursued through a governmental agency if permitted by applicable law;
the Company’s right to seek injunctive relief to preserve the status quo pending or during an arbitration.

Claims excluded from arbitration under this section are subject to the choice of law, forum selection, and jury waiver clauses set forth in these Terms.

Data Analytics.

We may collect information from our users through the Application in order to better understand their needs and usage patterns, which can be used to inform future improvements to the Application and provide a more personalized experience. Information being collected may include, without limitation, the following:

Users, pageviews, sessions
Source (e.g. google, social, direct)
Time spent on site
Users info (country, browser language)

General.

You understand and agree that the Application may not be used, accessed, downloaded, or otherwise exported, reexported, or transferred in contravention of applicable export control, economic sanctions, and import laws and regulations, including, but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). You represent and warrant that you (1) are not subject to any sanctions or export restrictions (including without limitation, U.S. or UN imposed sanctions or export restrictions) and otherwise are eligible to utilize the Application under applicable laws and regulations; (2) are not located or ordinarily resident in a country or region subject to comprehensive or near-comprehensive sanctions/embargo (including without limitation, U.S. or UN imposed sanctions or embargoes), unless your use of the Application in such country or region is authorized by applicable law; (3) are not an official, employee, agent, or contractor of, or directly or indirectly acting or purporting to act for or on behalf of, a government (including any political subdivision, agency, or instrumentality thereof or any person directly or indirectly owned or controlled by the foregoing) or political party (e.g., Cuban Communist Party, Workers’ Party of Korea) subject to U.S. or UN sanctions/embargo or any other entity in a sanctioned/embargoed country or region or subject to U.S. or UN imposed based sanctions/embargo; and (4) will not use the Application in connection with an end-use prohibited by applicable law.

The Company may assign these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign these Terms without the Company’s prior written consent. Your assignment of these Terms without the Company’s prior written consent shall be void.

The Company’s failure to enforce a provision of these Terms shall not be construed as a (i) waiver of such provision, or (ii) diminishment of any right to enforce such provisions. Further, the Company may choose to waive enforcement of a provision of these Terms in a particular instance; however, you are still obligated to comply with that waived provision in the future.

Notices.

If to the Company: hello@sanctum.so

If to You. All notices given by the Company under these Terms shall be given to you either through written notice, email, or website blog post.

The Company shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of the Company, such as natural disasters, unforeseen intrusions into our cyberspace, war, terrorism, riots, embargoes, acts of civil or military authorities, acts of God, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

If any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of these Terms shall be given full force and effect.

These Terms, constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements.

Any provisions of these Terms that by its construction are intended to survive the termination of such Terms shall survive. This includes, without limitations, Sections 2D, 2E, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15B, 16 and 18.