TERMS OF USE

Last Updated: October 30th 2024

These Terms of Use (the “Terms”) constitute a legally binding agreement between Morph Tech Limited (the “Company” or “we”) and you (hereinafter referred to as "you" or “user”). These Terms shall govern your use of all information and technology to connect to, use and engage with our mainnet network (the “Mainnet”), including but not limited to bookkeeping and confirmation of transactions, submission of bug reports, and all rewards in connection thereto.

You should read these Terms carefully. When you use the Mainnet, it is entirely at your own risk. Do your own research before using or engaging with the Mainnet or our software, content, and activities.

By accepting these Terms, it is deemed that you have read and unconditionally accepted these Terms, as may be modified and/or supplemented by the Company from time to time without prior notice. You also agree to be bound by any policies, instructions, schedules, guidelines, operating rules, supplementary terms and/or procedures which we may publish from time to time on the website at https://www.morphl2.io/ (the "Platform"), which are hereby expressly incorporated herein by reference.

We may revise these Terms at any time with or without notice to you by publishing the updated Terms on the Platform. These changes shall take effect from the date of upload, and your continued use or participation from such date shall be deemed to constitute your acceptance of such revised Terms. It shall be your sole responsibility to check the Platform for such revisions from time to time. If you do not agree to these Terms, you should cease your use, participation and/or activities associated with the operation of the Mainnet.

RISK DISCLOSURE

Please conduct your own due diligence before engaging with the Mainnet and all its components, smart contracts, dApps, and utilities, including but not limited to any wallets used in connection with it.

We are not responsible for, and make no representations or warranties regarding, the Mainnet, its functioning, any activities or transactions conducted or smart contracts operating on it or any software associated with it.

Unless specified otherwise, we make no representation, warranty, guarantee, or undertaking in respect of the Mainnet or any of our software, content, and activities hereto, whether expressed or implied, including but not limited to warranties of compliance, accuracy, reliability, validity, merchantability, fitness for a particular purpose, quality, availability, durability, and non-infringement, or as to any of it being uninterrupted, error free, free of harmful components, or secure. We are not liable for or in connection with any actions, proceedings, claims, damages, expenses or other liabilities, whether in an action of contract, tort or otherwise, arising from, related to or in connection with the Mainnet or our software, content, and activities or the use or other dealings in or with any of them or reliance thereon.

1. Definitions

In these Terms, unless context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them:

Affiliates means a person, entity or company directly or indirectly, controlling, controlled by or under direct or indirect common control with another person, entity or company. 

Applicable Law means all relevant or applicable statutes, laws, principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, by-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations issued by any governmental or regulatory authority, that are applicable to the provision, receipt or use of the Services, or any other products or deliverables provided, used or received in connection with the Mainnet, these Terms, or other applicable terms and conditions.

U.S. Person means any natural person who is a United States citizen or resident, or any entity incorporated or established or operating in the United States, or any entity where any of its director(s), ultimate beneficial owner(s) or authorized person(s) is a United States citizen or resident.

2. Eligibility

By using or engaging with the Mainnet, you represent and warrant that you:

2.1 are an individual, corporation, or other organization with full power and capacity to access and use the Services and enter into and comply with your obligations under these Terms;

2.2 are at least 18 years old if you are an individual;

2.3 act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms;

2.4 have not been previously suspended or removed from using or engaging with the Mainnet;

2.6 are not accessing the Mainnet in a jurisdiction where such use or engagement are not permitted, restricted or illegal;

2.7 are not prohibited, restricted, unauthorized or ineligible to use or engage with the Mainnet in any form or by any means (in whole or in part) as a result of these Terms, legal or regulatory requirements;

2.8 must not be a resident, citizen or agent of, or incorporated in, and do not have a registered office in United States, Canada, Iran, Cuba, North Korea, Syria, Myanmar (Burma), the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States (collectively, “Restricted Territories”, and any such person or entity from the Restricted Territories, a “Restricted Person”); or

2.9 are not the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including without limitation any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority) (collectively, “Sanctioned Person”).

3. The Mainnet

3.1 We contribute to the continuing development, implementation, and maintenance of the Mainnet by, among other things: (i) developing and implementing different types of software, such as smart contracts and dApps, subnets, APIs, utilities and upgrade, etc.; (ii) staking tokens and operating one or more nodes/validators; (iii) creating written, video, and other content on our Platform, various social media platforms and elsewhere; and (iv) generally being an overall resource to the Mainnet in a variety of other ways.

4. MORPH

4.1 Morph Tech Limited’s native asset, MORPH, is not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction. These Terms do not constitute a prospectus or offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment, or a solicitation for any form of investment in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by the Company under the laws, regulatory requirements or rules of any jurisdiction. The provision of these Terms to users does not imply that the applicable laws, regulatory requirements or rules have been complied with.

4.2 In particular, MORPH (a) is not a loan to the Company or any Affiliate (as defined below); (b) does not provide the holder with any ownership or other interest in the Company or any Affiliate, or any other company, enterprise or undertaking, or any kind of venture; (c) is not intended to be a representation of currency or money (whether fiat or virtual or any form of electronic money), security, commodity, bond, debt instrument, unit in a collective investment scheme or any other kind of financial instrument or investment; (d) is not intended to represent any rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss; (e) is not a commodity or asset that any person is obliged to redeem or purchase; (f) is not any note, debenture, warrant or other certificate that entitles the holder to interest, dividend or any kind of return from any person; (g) is not intended to be a security, commodity, financial derivative, commercial paper or negotiable instrument, or any other kind of financial instrument between the relevant holder and any other person, nor is there any expectation of profit; and (h) is not an offer or solicitation in relation to gaming, gambling, betting, lotteries and/or similar services and products.

5. Bug Reports

5.1 By submitting any bug reports, you hereby grant to us a non-exclusive, irrevocable, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, distribute, publicly display and publicly perform such report in any form, format, media or media channels now known or later developed or discovered. In the event that such reports contain the name, identity, likeness or other biographical information, or intellectual property rights or proprietary rights of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such information and that we are allowed to use them to the extent indicated herein.

5.2 You understand that use of Mainnet involves risks, all of which you fully and completely assume, including but not limited to the risks that (a) the technology associated with Mainnet will not function as intended, (b) any rewards from mining or submission of bug reports may have no value, (d) the Mainnet may be deemed an offering of securities in certain jurisdictions, and (e) the Company and/or third parties participating in the development of the protocol may be subject to investigative and punitive actions from governmental authorities.

5.3 To the extent applicable thereto, the mining and bug testing rewards offered in connection with the Mainnet, as well as any securities exchangeable therefor (collectively, the “rewards”) have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other law or regulation governing the offering, sale or exchange of securities in the United States or any other jurisdiction.

5.4 NO U.S. PERSONS MAY PARTICIPATE OR ENGAGE WITH THE MAINNET. IF YOU ARE A CITIZEN OR RESIDENT OF THE UNITED STATES, DO NOT USE OR ENGAGE WITH OUR SERVICES. YOU WILL NOT RECEIVE ANY REWARDS FOR YOUR PARTICIPATION OR ENGAGEMENT.

5.5 You agree that you are not a U.S. Person, and you are not using or engaging for the account or benefit of a U.S. Person. All rewards will only be payable following the Mainnet launch in accordance with procedures to be determined by the Company in its sole discretion. In order to claim or receive any rewards, including mining rewards, you will be required to provide certain identifying documentation and information. Failure to provide such information or demonstrate compliance with the restrictions herein may result in termination of your participation, forfeiture of all rewards, prohibition from participating in future campaigns, and other actions.

6. Your Representations and Warranties

6.1 You hereby represent and warrant to us, at all times, that:

(i) all information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to use or engage with the Mainnet;

(ii) all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;

(iii) you have full power, authority, and capacity to (a) access, use or engage with the Platform and/or the Mainnet; and (b) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms;

(iv) if you are a corporation, partner in a partnership, or trustee of a trust:

• (a) the corporation, partnership or trust has and will be operated in a way that is compliant with Applicable Law, and any partnership or trust deeds (or other like documents);

• (b) you will notify us immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorised to act on your behalf; and

• (c) you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis;

(v) all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (a) access, use or engage with the Platform and/or the Mainnet; and (b) enter into and deliver, and perform the transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;

(vi) these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;

(vii) you are not a Restricted Person or Sanctioned Person;

(viii) you do not intend to transact with any Restricted Person or Sanctioned Person;

(ix) you do not, and will not, use a VPN or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Mainnet and/or its services;

(x) if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and

(xi) your access, use or engage with the Platform and/or the Mainnet, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:

• (a) if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;

• (b) result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and

• (c) result in you, or cause us or any third party to, breach any Applicable Law, decree or judgement of any court, or any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.

(xii) we make no warranty whatsoever with respect to the Mainnet and the rewards (if any) available thereunder, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether arising by law, course of dealing, course of performance, usage of trade, or otherwise. You acknowledge that you have not relied upon any representation or warranty made by us, or any other person on our behalf.

(xiii) You may suffer adverse tax consequences as a result of your use or engagement with the Mainnet. You hereby represent that (a) you have consulted with a tax adviser that you deem advisable in connection with your participation, or that you have had the opportunity to obtain tax advice but have chosen not to do so, (b) we have not provided you with any tax advice with respect to your use or participation, and (c) you are not relying on us for any tax advice. You agree to be fully responsible for any taxes resulting from your use or participation, including the receipt of any rewards.

7. Disclaimers

7.1 No representation or warranty. Services and information provided on the Platform and/or Mainnet, are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. We disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to or engagement with the Platform, Mainnet, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to use or engage with the Platform and/or the Mainnet for a period of time and may also lead to time delays.

7.2 Suspension of access. We may, from time to time, suspend access to the Platform and/or Mainnet, for scheduled and emergency maintenance. We will make reasonable efforts to ensure that transactions are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.

7.3 Content. Although we make reasonable efforts to update the information on the Platform and/or Mainnet, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform and/or Mainnet is accurate, complete or up to date.

7.4 Third-party websites. Links to third-party websites (including but not limited to content, materials, and/or information in the third-party websites) may be made accessible or linked from the Platform for convenience. You acknowledge and agree that we are not responsible for any aspect of such content, materials, information or services contained herein.

7.5 Network Access and hardware. You are responsible for obtaining the data network access necessary to use or engage with the Platform and/or Mainnet. You should acquire and update compatible hardware or devices necessary for using or engaging with the Platform and/or Mainnet. You acknowledge that we make no guarantee that the services of the Platform or operation of the Mainnet, or any portion thereof, will function on any particular hardware or devices. While we will use our best efforts to maintain the Platform and the Mainnet, you acknowledge that the services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications, that are outside our reasonable control.

8. Liability

8.1 Our Liability. The Company shall have no responsibility nor liability for any loss suffered by you or any third party, except to the extent that such loss arises solely and directly as a result of the gross negligence, wilful misconduct, actual fraud or material and continuing breach of obligation under these Terms by the Company. Without prejudice to the foregoing and notwithstanding any other clause in these Terms, the Company and its Affiliates will not be liable to you for any amounts in aggregate exceeding the total amount of fees paid by you to us in the three (3) months period immediately preceding the event giving rise to the loss. Such sum shall be paid to you in full and final settlement and satisfaction of ours and any of our Affiliate’s liability for any and all losses and claims, howsoever arising, from the relevant events. You acknowledge and agree that neither the Company nor any of its Affiliates is aware of any special circumstances pertaining to you, and that damages are an adequate remedy and you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.

8.2 Limitations on liability. Notwithstanding any other clause in these Terms, you hereby acknowledge and agree that in no event will the Company or any of its Affiliates be responsible or liable to you or any other person or entity for:

(i) any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs, whether arising out of or in connection with the use or engagement with the Mainnet or otherwise, including but not limited to:

• (a) the operation of the protocols underlying any digital asset, including MORPH, their functionality, security, or availability;

• (b) any action or inaction in accordance with these Terms;

• (c) any inaccuracy, defect or omission of digital assets price data, any error or delay in the transmission of such data, and interruption in any such data;

• (d) regular or unscheduled maintenance conducted by the Company, including any service interruption and change resulting from such maintenance;

• (e) the theft of a device enabled to access and use the Mainnet;

• (f) other users’ actions, omissions or breaches of these Terms, and any damage caused by actions of any other third parties;

• (g) (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) if your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for use of the internet to connect to the Mainnet or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;

• (h) any termination, suspension, hold or restriction of access to Mainnet, including your inability to withdraw digital assets, issue instructions or enter into transactions during the period of any suspension, hold or restriction, in accordance with these Terms;

• (i) any election by us to support or not support digital assets;

• (j) the failure of a transaction or the length of time needed to complete any transaction;

• (k) your losses as a result of third party action, including third party fraud or scams that involve the Company only as the recipient of your digital assets;

• (l) losses suffered by you as a result of the transfer of digital assets away from our Platform at your request;

• (m) [any losses arising or in connection with new offerings of digital assets, initial coin offerings (ICOs), or the decision to list or not list Digital Assets on the Platform;]

• (n) a Network Event, a Fork or an Airdrop;

• (o) the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the services or for delays or omissions of the services, or for the failure of any connection or communication service to provide or maintain your access to the Mainnet, or for any interruption in or disruption of your access or any erroneous communications between us, regardless of cause; and

• (p) any transactions, instructions, or operations effected by you or purported to be effected by you;

(ii) any loss of business, profits, anticipated savings or opportunities, or any special, punitive, aggravated, incidental, indirect or consequential losses or damages, whether arising out of or in connection with the Platform, the Mainnet, these Terms, and/or any agreement entered into pursuant to, or in connection with, these Terms or otherwise;

(iii) any losses or damages you may incur due to manifest error and/or in the event of extreme market volatility and/or as a result of any cancellation/amendment of any transactions, howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit and loss of opportunity even if the Company was aware of the possibility of such loss or damage arising or if such loss or damage was reasonably foreseeable; and/or

(iv) any losses forming part of a claim that has not been commenced by way of formal legal action within one (1) calendar year of the commencement of matters giving rise to the claim. You agree and acknowledge that this clause varies any limitation period otherwise applicable by law, and that if Applicable Law prohibits this, this clause will be read as a limitation period of the minimum enforceable length. Without prejudice to the generality of the foregoing, you agree that claims shall be resolved exclusively by way of binding arbitration.

8.3 Damage or interruption. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. You should also be aware that SMS and email services (if any) are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You and your authorised persons are responsible for keeping all the account credentials safe at all times.

9. Amendments to the Terms

9.1 We can make amendments to these Terms and any terms and conditions incorporated by reference at any time and your continued use or engage with the Mainnet constitutes your consent to such amendments. Changes to these Terms will be published on the Platform and may also be notified to users separately by email, through the app or by such other means as we determine at our discretion.  

9.2 We may occasionally need to make changes that are effective immediately, in which case users will be notified as soon as possible after the changes take effect. Amendments that may take effect immediately include and without limitation, where amendments are to (i) address legal and/or regulatory requirements; or (ii) make these Terms clearer. 

10. Governing Law and Dispute Resolution

10.1 Governing Law. These Terms shall be governed by, and construed in accordance with, the laws of Hong Kong without regard to any choice or conflict of laws rules. 

10.2 Claim Notice. To the extent permitted by law, you agree to waive your rights to any jury trial and for any dispute arising out of or related to these Terms resolved in court. For any dispute or claim that you have against the Company or relating in any way to these Terms, you agree to first contact us and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to us by email at “legal＠morphl2.io”. 

The Notice must: 

(i) include your name, residence address, email address, and telephone number; 

(ii) describe the nature and basis of the claim; and 

(iii) state the specific relief sought. 

If you and the Company cannot reach an agreement to resolve the claim within 30 days after such Notice is received, then either party may then submit the dispute to binding arbitration as prescribed below.

10.3 Dispute Resolution. Any dispute, controversy, difference or claim between you and the Company (and/or any of its Affiliates) arising out of, in connection with, or relating in any way to: (a) these Terms, including the existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity thereof; (b) your relationship with the Company (and/or any of its Affiliates) as a user (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms); and (c) any dispute regarding non-contractual obligations arising out of or relating to these Terms or your relationship with the Company (and/or any of its Affiliate), shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when arbitration is commenced. The arbitral award shall be final and binding. The arbitration provisions set forth in this clause will survive termination of these Terms.

You and we agree that: 

(i) the law of this clause is Hong Kong law; 

(ii) the seat of arbitration will be Hong Kong; 

(iii) the arbitration proceedings will be conducted in English;

(iv) unless you and we agree otherwise, the number of arbitrators will be one (1) and that arbitrator must have relevant legal and technological expertise; 

(v) if you and we do not agree on the arbitrator to be appointed within 15 working days of the dispute proceeding to arbitration, the arbitrator shall be appointed by HKIAC; 

(vi) the arbitrator may conduct only an individual arbitration and may not: 

• a. consolidate more than one individual’s claims; 
• b. preside over any type of class or representative proceeding; and 
• c. preside over any proceeding involving more than one individual.

Any claim to be brought by you arising out of or related to these Terms must commence arbitration proceedings strictly within one year after such claim arises failing which it shall be irrevocably time barred. Time barred claims means that there is no longer any lawful right to assert such claims nor to commence any formal legal action. 

Notwithstanding any other provision of these Terms, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) or equitable relief in any jurisdiction.

You agree that any dispute arising out of or related to these Terms: 

(i) is personal to you and us; and 

(ii) will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.  

If any portion of this clause is found to be unenforceable or unlawful for any reason:

(i) only the unenforceable or unlawful provision shall be severed/deleted;

(ii) severance of the unenforceable or unlawful provision should have no impact whatsoever on the remainder of this clause or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this clause; and 

(iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims should be stayed pending the outcome of any individual claims in arbitration. 

10.4 Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, the existence or content of a claim, all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders or awards made in the arbitration shall be kept confidential and no party shall disclose any of the foregoing to any third party except the tribunal, the HKIAC, the parties, their counsels, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose such confidential information in the event that: 

(i) the written consent of the other party is obtained;

(ii) to the extent required by Applicable Law or by the regulations of any regulatory or supervisory authority of competent jurisdiction to which the party is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction;

(iii) in connection with the commencement, pursuit or defence by a party of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; and

(iv) to the extent that the relevant confidential information is in the public domain other than as a result of breach of these Terms.

The confidentiality obligation in this clause shall survive termination of these Terms and conclusion or stay of any arbitration brought pursuant to these Terms.

11. General

11.1 Applicable Law. By using or engaging with the Mainnet, you must comply with all Applicable Law, any relevant licensing requirements and third party rights (including data privacy laws and anti-money laundering and countering the financing of terrorism laws).

11.2 Announcements. All official announcements, news and promotions will be published on the Public Channels. These announcements are important, and you should check the Public Channels regularly to read and consider these announcements.

11.3 Entire agreement. The Terms constitute the entire agreement between you and the Company with respect to the use and engagement with the Mainnet. Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Terms.

11.4 Assignment. You may not assign or transfer any of your rights or delegate any of your obligations hereunder, in whole or in part, without our prior written consent. However, we may assign or transfer any of our rights or obligations under these Terms at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving the Company.

11.5 Severance. If, at any time, any clause of these Terms is or becomes illegal, invalid, or unenforceable, neither the legality, validity or enforceability of the remaining clauses will in any way be affected or impaired.

11.6 Recordings. Subject to Applicable Law, you agree that we may, without further disclosure, or consent from you, record any communication that we have with you in relation to these Terms, including communication used to give Instructions or effect Transactions. Any recordings we keep will constitute evidence of the communications between you and us. You agree that we may use the recorded conversations, transcripts, messages, or other records of communication to allow us to ensure compliance with Applicable Law, provide customer support, deal with any dispute in connection with these Terms and in any other manner not prohibited by Applicable Law. These recordings will be the Company’s sole property.

We may also disclose such conversations, transcripts, messages or other records of communication to any applicable regulatory authority, enforcement body or agency, including tax authorities or as otherwise required by Applicable Law. 

11.7 Language. These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English Terms shall prevail.

11.8 Third party rights. Other than in relation to the Affiliates, nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any clause of these Terms. These Terms are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns.

11.9 Survival. All clauses of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding after such termination or expiration.

11.10 Relationship of the parties. We are not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.

11.11 Force Majeure. We will not be liable for any failure or delay in the performance as required by these Terms due to causes beyond its reasonable control, including, but not limited to, labour disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or pandemics.

11.12 Waiver. No delay or omission by us in exercising any right or remedy under these Terms shall be construed to be a waiver of that right or remedy or of any other rights or remedies thereafter to enforce such rights or remedies. The rights and remedies as set out in these Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.

11.13 Amount set-off. In addition to any other right or remedy available under these Terms or by law, we may set-off any amounts you owe to us under these Terms or otherwise. Save as may be required by Applicable Law, you must pay all sums that you owe to us free and clear without any set-off, counterclaim, deduction or withholding of any kind.

11.14 Privacy. If you receive information about another user through the Platform or from using or engaging with the Mainnet, you must keep the information confidential and only use it in connection with the Platform and in accordance with Applicable Law. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a transaction.

11.15 Tax. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and also to collect, report, and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether any tax is applicable to the use or engagement with the Mainnet, or for collecting, reporting or remitting any tax arising hereto. 

You acknowledge that we may make certain reports to the relevant tax authorities regarding use or engagement with the Mainnet. We may in our sole discretion or as required by Applicable Law, provide you with additional documentation for calculation of any tax obligations. We may also withhold and deduct any tax at source due under Applicable Law in our sole discretion.