Protocol

Version Number: 1.00

Last Updated:September 2, 2025

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 11. PLEASE READ THE AGREEMENT CAREFULLY and in full.

Kairo Company Limited (“we,” “us,” or “our”) make available to users certain non-custodial Digital Asset wallet-related software and technology services (including, for the avoidance of doubt, any additional services that may be made available by us to you depending on, among other things, your geographic location, IP address, residency, citizenship and/or other status) accessible via a mobile device application (“App”), web browser and/or other electronic platform or interface (“Services”). The Services enables users to, among other things, (i) store (on a non-custodial basis) their Digital Assets; (ii) access a Digital Asset browser and link to third-party decentralized exchanges (“DEXs”) and third-party decentralized applications; (iii) view addresses and information that are part of Digital Asset networks and broadcast transactions; (iv) participate in DEX trades and associated DEX activity through the DEXs; (v) participate in transactions (including on-chain staking, decentralized financing, token issuance, etc.) and associated activities through third-party decentralized applications other than the DEXs; (vi) participate in transactions and associated activities that are expected to automatically execute based on smart contracts and other programmable agreements between (i) us and/or our affiliates and (ii) you which operate on one or more decentralized blockchain networks; and (vii) additional functionality as we may add to the Services from time to time. We host a top-level domain website, https://topnod.com (“Site”), which contains information regarding our Services, and may include text, images, audio, code, and other materials or third-party information.

The Services include a non-custodial wallet software intended for Digital Assets such as cryptocurrencies (including stablecoins), tokenized assets and non-fungible tokens. This means that you, and only you, have complete control over and responsibility for your Digital Assets, plain text/Decrypted private keys and plain text/Decrypted recovery phrases, thereby authorizing transactions from your wallet address autonomously. For the sake of clarity, we do not have access to your or anyone else's transactions due to the non-custodial nature of the Services. We manage no transactions nor retain any plain text/decrypted private keys associated with any wallets. Please be fully aware that because Services operate as a non-custodial wallet software, all associated activities and potential risks of loss are entirely under your management at all times.

As the sole owner of these Digital Assets, you shall bear all risk of loss of such Digital Assets. You are solely responsible for the mistakes made in the transactions such as entering the wrong transfer address, or wrong amount. We shall have no liability for Digital Asset fluctuations or loss associated with your use of the Services. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending it to a different blockchain address. You acknowledge that by engaging the Services you are at no time transferring your assets to us or our affiliates.

WE DO NOT OFFER FINANCIAL, INVESTMENT OR ANY OTHER ADVICE. WE PROVIDE TECHNOLOGY SERVICES, WITHOUT MAKING ANY RECOMMENDATIONS OR ADVICE ABOUT DIGITAL ASSETS OR ANY OTHER ASSETS, INVESTMENTS, PRODUCTS OR TRANSACTIONS.

These Terms of Service, including their appendices (“Terms,” “Terms of Service,” or “Agreement”), contain the terms and conditions that govern your access to and use of the App, Site and Services provided by us and is an agreement between us and you or the person you represent (“you” or “your”). Please read these Terms of Service carefully before using the App, Site or Services. By using the App, Site, clicking a button, ticking a checkbox or using any other method to accept or agree to these Terms where that option is made available, clicking a button or taking any other action to use or access any of the Services, completing an Order, or, if earlier, using or otherwise accessing the Services (the date on which any of the events listed above occur being the “Effective Date”), you (i) accept and agree to these Terms and any additional terms that apply to certain Additional Services, rules, and conditions of participation published by us from time to time and (ii) consent to the collection, use, disclosure, and other handling of information as described in our Privacy Policy. If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Services. It is the intention of the parties that acceptance of these Terms shall be deemed to be as valid as an original and duly authorized signature being applied to these Terms.

By using the Services, you irrevocably acknowledge and agree that: (i) we are only providing technology services; (ii) we are not acting as your broker, intermediary, agent, trustee, custodian, adviser or in any fiduciary capacity; (iii) we do not hold, control, possess your Digital Assets, private keys, Recovery Phrase or Passkeys as a trustee, custodian, safekeeper, bailee or in any other capacity; and (iv) nothing in this Agreement is intended to create, constitute or establish or shall be construed as creating, constituting or establishing any trust or custody arrangement or relationship between any persons.

You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for another person, such as the person you work for, you represent to us that you have legal authority to bind that person.

Please see Section 13 for definitions of certain capitalized and other terms used in this Agreement.

1. The Services

1.1 Generally

You may access and use the Services only in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of the Services.

1.2 Services and Access

We offer the Services under the brand or brands owned by us or our affiliates. These include TopNod Wallet and other related Services. Services are generally accessed through the App, Site or through a third-party provider of which we approved, unless otherwise agreed in writing. Some Services may require you to create an account with us, enter a valid form of payment and, if available, select a paid plan (a “Paid Plan”), or initiate an Order.

1.3 App and Site Content

We strive to provide accurate and reliable information on the App and Site. However, such information may not always be complete, correct or up-to-date. Without limitation, any document only speaks as at the date of such document. Expectations, projections and other forward-looking statements are not guarantees of future performance and actual results and future events could differ materially. Forward-looking statements are subject to unknown risks and uncertainties. We undertake no obligation to update or revise any statements on the App or Site or in any document. The App, Site and relevant documents do not form part of, and are not incorporated by reference into, these Terms. In the event of any inconsistency between the App, Site or the relevant documents and these Terms, these Terms shall prevail.

1.4 Third-Party Content and Services

In connection with the Services, you may view, have access to, and may use the informational content, products, or services of one or more third parties (“Third Party Content” and “Third Party Services” respectively). In each such case, you agree that you view, access, or use such content and services at your own election. Your reliance on any Third Party Content and use of Third Party Services in connection with the Services is governed on one hand by this Agreement but, on the other, will also generally be subject to separate terms and conditions set forth by the applicable Third Party Content and/or service provider. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a privacy policy different than that which we maintain and incorporate into this Agreement. It is your responsibility to understand the terms and conditions of Third Party Services, including how those service providers use any of your information under their privacy policies.

Third Party Content and Third Party Services are provided for your convenience only. We do not verify, curate, or control Third Party Content. We do not control Third Party Services. As a result, we do not guarantee, endorse, or recommend such content or services to any or all users of the Services, or the use of such content or services for any particular purpose. You access, rely upon, or use any Third Party Content or Third Party Service at your own risk. We disclaim all responsibility and liability for any Losses on account of your reliance upon or use of such content or services. We have no responsibility for Third Party Content 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 Service at any time without notice.

No communication or information (including Third Party Content) provided to you by us is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice.

If you access or use a staking service, a third party may stake certain Digital Assets on your behalf, acting as a transaction validator on the applicable blockchain network. If a block of transactions is successfully validated, a reward is granted by that network. You acknowledge and agree that we are not responsible for your use of any staking service and shall have no liability whatsoever in connection with such service. In particular, we are not responsible in any way for any failure by any supported blockchain network to transfer rewards (including any risks of “slashing”) or for the loss, destruction, or transfer of rewards to the incorrect wallet address.

1.5 Support

You may seek or receive technical or product support, information, advice, or guidance from us regarding the Services, including via third-party service provider, chat interface, or email. All support made available or provided by or on behalf of us attempts to be reliable, but we do not make representations or warranties, express or implied, as to its accuracy, its completeness, or the results to be obtained. Such support is being provided for informational purposes only and, by accepting such support, you are representing that you have adequate skill and experience regarding the proper selection, use, and/or application of Services and use such Services at your own discretion and risk. With the exception of instances of fraud or willful misconduct, you hold us harmless for any Losses that may result from the support you receive from us. You are aware that our customer support efforts may be impersonated by malicious third parties, and you agree that we are not responsible for the actions of such impersonators. You further acknowledge that we may, but are not obligated to, offer support via Telegram, Discord or any other social media service or platform from time to time, and that we will never ask you for your private key or Recovery Phrase or for you to make a payment to us.

1.6 Eligibility

To be eligible to use the Services provided by us, you must:

(a) be a person who has reached the age of majority in your jurisdiction of residence and has full power, capacity and authority;

(b) not be accessing the Services in a jurisdiction where such Services are not permitted, restricted or illegal;

(c) not be prohibited, restricted, unauthorized or ineligible to use the Services in any form or by any means (in whole or in part) as a result of this Agreement, legal or regulatory requirements, including by reason of being a person who is included in any trade embargoes or economic sanctions or terrorist list such as the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the denied persons or entity list of the U.S. Department of Commerce;

(d) not be subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including the lists maintained by the United Nations Security Council, the U.S. Government (i.e., 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, the United Kingdom, or other applicable government authority;

(e) not be a person who is located, a citizen of, or a resident of a country, jurisdiction or region listed below:

Bangladesh
Bolivia
Central African Republic
Crimea, Donetsk and Luhansk regions of Ukraine
Democratic People's Republic of Korea
Democratic Republic of the Congo
Federal Republic of Somalia
Islamic Emirate of Afghanistan
Islamic Republic of Iran
People's Republic of China which, solely for the purposes of this Agreement, excludes the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan
Republic of Cuba
Republic of Guinea-Bissau
Republic of Haiti
Republic of Iraq
Republic of Lebanon
Republic of South Sudan
Republic of Sudan
Republic of Yemen
State of Libya
Syrian Arab Republic
United Kingdom
Additional jurisdictions as determined by us from time to time in our sole and absolute discretion

In addition, certain Services may not be available in certain regions or jurisdictions where Third Party Content or Third Party Services are prohibited or restricted.

Attempts to mask or alter your true location by virtual private network (“VPN”), proxy or any other means may result in suspension of your account. Nothing in these Terms limits our right to refuse service where we believe, in good faith, that providing the Services could expose us, our affiliates, or our partners to legal, regulatory, sanctions or reputational risk.

2. Changes

2.1 To the Services

We may, at our sole and absolute discretion, change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will use commercially reasonable efforts to communicate to you any discontinuation of the Services through the App, Site or public communication channels. If you are on a Paid Plan, we will use commercially reasonable efforts to communicate to you any discontinuation of the Services at least ten (10) days in advance of such discontinuation except if doing so (a) would pose an information security or intellectual property issue, (b) is economically, technically or reputationally burdensome or harmful, or (c) would create any risk of us violating the law.

2.2 To this Agreement

We reserve the right, at our sole and absolute discretion, to modify or replace any part of this Agreement or any Policies at any time. It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the App, Site, email, or public channels. You agree that your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes, whether or not you were checking for changes or actually read the changes.

3. Your Responsibilities

3.1 Use of the Services

For any Services, whether they require that you set up an account with us or they do not, and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur with respect to your use of the Services, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or other End Users), and (b) we and our affiliates are not responsible for unauthorized access to the Services or your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties. You will ensure that your use of the Services does not violate any applicable law.

3.2 Your Security and Backup

You are solely responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect, and backup your accounts and/or Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. If you are not able to be responsible for your own account security, or do not want such an obligation, then you should not use the Services. Your obligations under this Agreement include ensuring any available software updates or upgrades to the Services you are using are promptly installed or implemented, and recording and securely maintaining any passwords or Recovery Phrase that relate to your use of the Services. You acknowledge that certain methods of securing your Recovery Phrase, such as storing it as a digital file anywhere, including on your personal device or on a cloud storage provider, increase the risk that your account or Recovery Phrase will be compromised. You further acknowledge that, subject to the security arrangement described in Section 3.6, you will not share with us nor any other third party any password or Recovery Phrase that relates to your use of the Services, and that we will not be held responsible if you do share any such password or Recovery Phrase, whether you do so knowingly or unknowingly. For the avoidance of doubt, we take no responsibility whatsoever for any theft of a Recovery Phrase that involved intrusion through any means into your personal device or a cloud provider's data repository.

3.3 Log-In Credentials and API Authentication

To the extent we provide you with log-in credentials and API authentication generated by the Services, such log-in credentials and API authentication are for your use only and you will not sell, transfer, or sublicense them to any other entity or person, except that you may disclose your password or private key to your agents and subcontractors performing work on your behalf.

3.4 Applicability to Services that Facilitate Access to Addresses on Blockchain Protocols

For the avoidance of doubt, the terms of this Section 3 are applicable to all Services such as TopNodWallet through which you generate a public/private key pair (which can be thought of as a blockchain account and related password) either with a blockchain protocol directly or with Third Party Services, such as decentralized applications. You are solely responsible for the use and security of these security keys and that we will not be held responsible if you share any keys or Recovery Phrases with anyone else, whether knowingly or unknowingly.

3.5 Recovery Phrase and Passkeys

Subject to the security arrangement described in Section 3.6, you are solely responsible for the retention and security of your account credentials, your twelve-word recovery phrase for your wallet (“Recovery Phrase”), and your unique digital or hardware credentials (for example, your PIN code, login credentials, iCloud and Google passkeys, hardware authentication devices such as Yubikeys) that are tied to your account (the combination of (1) your PIN Code and (2) your login credentials are hereinafter referred to as “Passkeys”). Your Recovery Phrase and Passkeys are the only two ways to access the Digital Assets associated with your account. Anyone that has access to your Recovery Phrase and/or Passkeys can access your Digital Assets. Subject to the security arrangement described in Section 3.6, IF YOU LOSE YOUR RECOVERY PHRASE AND/OR PASSKEYS, YOU WILL NOT BE ABLE TO ACCESS YOUR DIGITAL ASSETS. YOU ACKNOWLEDGE THAT WE DO NOT STORE AND ARE NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR RECOVERY PHRASE AND PASSKEYS. YOU AGREE TO HOLD US AND OUR AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM YOU LOSING YOUR RECOVERY PHRASE AND/OR PASSKEYS. YOU AGREE THAT WE AND OUR AFFILIATES SHALL NOT BE LIABLE IN ANY WAY IF YOU LOSE YOUR RECOVERY PHRASE AND/OR PASSKEYS AND CANNOT ACCESS YOUR DIGITAL ASSETS.

3.6Additional Security Measures

You further acknowledge and agree that we may retain an encrypted back-up of your private key (or a portion thereof) solely for the purpose of enabling secure access and recovery, and that such retention does not constitute, and shall not be construed as constituting, custody, safekeeping, administration, or control of your private key or Digital Assets, which remain exclusively within your control and possession at all times. We do not store, transmit or manage your Digital Assets, nor do we have the ability to access or use them independently. Our role is limited to providing technical infrastructure that supports your self-directed use of your TopNod Wallet.

We reserve the right, in our sole and absolute discretion, to suspend, modify or terminate any additional security measures or security-enhancing arrangements we may adopt from time to time, if we determine that continuing any such measures or arrangements may subject us to additional legal, regulatory, licensing, registration or compliance obligations, including classification as a custodial or hosted wallet provider or a virtual asset service provider in any jurisdiction. We may exercise this right at any time and without prior notice if, in our judgment, such action is necessary to preserve TopNod Wallet's non-custodial status or to comply with applicable law.

This section supplements and does not limit your obligations under Sections 3.2 through 3.5 regarding the security and retention of your credentials, Recovery Phrase and Passkeys.

3.7 Your Representations and Warranties

You represent and warrant to us on the Effective Date and on each day thereafter until this Agreement is terminated, in each case with reference to the facts and circumstances existing at such date, as follows:

(a) that you meet all eligibility criteria set forth in Section 1.6 and will continue to meet such criteria throughout the term of this Agreement;

(b) that you understand the risks associated with using the Services, that you are not prohibited or restricted from accessing the App, Site or using the Services by Section 2 of these Terms, and that you are not otherwise prohibited by applicable laws from using, or acting for the benefit of another person that is prohibited or restricted from using, the App or Site;

(c) that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Services;

(d) that you are currently in compliance with, and must, at your own cost and expense, comply with all laws that relate to or affect the Services conducted under these Terms, including laws related to anti-money laundering, counter-terrorism financing, anti-corruption, economic sanctions, tax information exchange and other tax laws, and that you consent to any and all tax and information reporting under all such laws as we may reasonably determine;

(e) that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of economic sanctions-related restrictions, or otherwise penalized under; (iii) received any oral or written notice from any government or official concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any laws;

(f) that you will not falsify any App, Site or Services registration or administration details provided to us;

(g) that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by us in the course of, directly or indirectly relating to, or arising from your activities on the App, Site or use of any Services, including at registration or during administration or other due diligence processes, and that if any information provided to us becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to us;

(h) that you acknowledge and agree that any instructions received or undertaken through the App, Site with your credentials (including Passkeys) or from your authorized e-mail address on file with us are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials (including Passkeys) used by you to deliver instructions and that we may act upon those instructions without any liability or responsibility attaching to it;

(i) that you will fairly and promptly report all income associated with your activity on the App or Site pursuant to applicable laws and pay any and all taxes thereon;

(j) that you will determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority;

(k) that you are not subject to a User Insolvency Event, and have no reason to believe that you will be subject to a User Insolvency Event in the following six (6) months; and

(l) that you will accurately and promptly inform us if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

You acknowledge that we are relying upon your representations, warranties, acknowledgements, and agreements as a condition to providing the Services, and without your representations, warranties, acknowledgements, and agreements, we would not provide you with any Services.

4. Fees and Payment

4.1 Publicly Available Services

Some Services may be offered to the public and licensed on a royalty-free basis, including Services that require a Paid Plan for software licensing fees above a certain threshold of use. These terms apply to all Services regardless of whether they require a Paid Plan.

4.2 Service Fees

If your use of the Services does not require an Order or Paid Plan but software licensing fees are charged contemporaneously with your use of the Service, those fees will be charged as described on the App, Site or in the user interface of the Service. Such fees may be calculated by combining a fee charged by us and a fee charged by a Third Party Service that provides certain functionality related to the Service. For those Services which entail an Order or Paid Plan, we calculate and bill fees and charges according to your Order or Paid Plan. For such Services, on the first day of each billing period, you will pay us the applicable fees and any applicable taxes based on the Services in the Paid Plan. In addition, for particular Orders, we may issue an invoice to you for all charges above the applicable threshold for your Paid Plan which constitute overage fees for the previous billing period. If you make any other changes to the Services during a billing period (for example, upgrading or downgrading your Paid Plan), we will apply any additional charges or credits to the next billing period. We may bill you more frequently for fees accrued at our sole and absolute discretion upon notice to you. You will pay all fees in U.S. dollars unless the particular Services specify a different form of payment or otherwise agreed to by you and us in writing. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Services or new feature of the Services will be effective when we use commercially reasonable efforts to communicate updated fees and charges through our App, Site, the interface of the Services, or other public channels or, if you are on a Paid Plan, upon commercially reasonable efforts to notify you directly, but we may expressly state when notifying you that another effective date applies. We may increase or add new fees and charges for any existing Services you are using by using commercially reasonable efforts to notify users of the Services through our App, Site, the interface of the Services, other public channels or, if you are on a Paid Plan, by giving you advance notice. Unless otherwise specified in an Order, all Paid Plan amounts due under this Agreement are payable within 30 days following receipt of your invoice. We may elect to charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

4.3 Taxes

Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

4.4 Gas Fees and Third Party Protocol Fees

During the course of your access and use of the Services, you may incur various gas fees. Gas fees generated on any third party platform under the Services will be borne and paid by you. There may also be other third party protocol fees that arise during your access and use of the Services, including but not limited to your transfer of Digital Assets. You are solely responsible for paying any and all of these third party protocol fees that may arise.

5. Temporary Suspension; Limiting API Requests

5.1 Generally

We may, in our sole and absolute discretion, suspend your ability to access or use any portion or all of the Services immediately if we determine:

(a) your use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services, or the systems of any other user, (iii) could subject us, our affiliates, or any third party to any liability, or (iv) could breach any law, regulation or ethical standards;

(b) you are, or any End User is, in breach of this Agreement;

(d) for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

5.2 Effect of Suspension

If we suspend your access to or use of any portion or all of a Service:

(a) you remain responsible for all fees and charges you incur during the period of suspension; and

(b) you will not be entitled to any fee credits for any period of suspension.

5.3 Limiting API Requests

We retain sole and absolute discretion to limit your API requests (“API Requests”) submitted in conjunction with your use of the Services at any time if your usage of the Services exceeds the usage threshold specified in your Paid Plan or otherwise on the App, Site or user interface of the Service. Further, excessive API requests, as determined by us in our sole and absolute discretion, may result in the temporary or permanent suspension of your access to an account or to your use of the applicable Service. We are not required but will endeavor, when reasonable, to warn an account owner or user prior to suspension.

6. Term; Termination

6.1 Term

For Services subject to a Paid Plan, the term of this Agreement will commence on the Effective Date and will remain in effect until terminated under this Section 6 or by separate written agreement. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods in Section 6.2. For Services that are not subject to a Paid Plan, the term of this Agreement will commence on the Effective Date and will remain in effect until the earlier of (i) you permanently stop accessing or using the Services and (ii) us stopping you from accessing or using the Services for any reason (including no reason at all).

6.2 Termination

(a) Termination for Convenience

If you are not on a Paid Plan, you may terminate this Agreement for any reason by ceasing use of the Service. For Paid Plans, we may terminate this Agreement for any reason after providing 30 calendar days’ written notice.

(b) Termination for Cause

(i) By Either Party

Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of the other party's notice of breach.

(ii) By Us

We may also terminate this Agreement for cause immediately (a) if we have the right to suspend under Section 5, (b) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates, or requires us to change the way we provide the software or other technology as part of the Services, or (c) in order to avoid any risk of violating any law or regulation.

6.3 Effect of Termination

Upon the Termination Date:

(a) all your rights under this Agreement immediately terminate;

(b) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period; and

(c) the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. For instance, should this Agreement between you and us terminate, any dispute raised after you stop accessing or using the Services will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.

For any use of the Services after the Termination Date, the terms of this Agreement will again apply and, if your use is under a Paid Plan, you will pay the applicable fees at the rates under Section 4.

7. Proprietary Rights

7.1 Your Content

Depending on the particular Services, you may share Content with us. Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your Content; however, you consent to our use of Your Content in any manner that is consistent with the purpose of your use of the Services or that otherwise facilitates or is in connection with the provision of the Services to you.

7.2 Services License

We or our licensors own all right, title, and interest in and to the Services, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Services. Except as provided in this Section 7.2, you obtain no rights under this Agreement from us, our affiliates, or our licensors to the Services, including any related intellectual property rights. Some of Our Content and Third Party Content may be provided to you under a separate license, such as an open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third Party Content that is the subject of such separate license.

7.3 License Restrictions

Neither you nor any End User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Plan, or (e) resell or sublicense the Services unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

7.4 Suggestions and Feedback

If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

8. Indemnification

8.1 General

You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; or (b) a dispute between you and any of your customers or users. You will reimburse us for all legal fees and expenses associated with claims described in (a) and (b) above.

8.2 Intellectual Property

Subject to the limitations in this Section 8, you will defend us, our affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party's intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

We have no obligations or liability under this Section 8.2 arising from infringement by you combining the Services with any other product, service, software, data, content, or method. In addition, we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use.

8.3 Process

In no event will you agree to any settlement of any claim that involves any commitment, other than the payment of money, without our written consent.

9. Disclaimers and Risks

9.1 Disclaimers

THE SERVICES and DIGITAL ASSETS displayed or transacted in connection with the Services ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES orDIGITAL ASSETS DISPLAYED OR TRANSACTED IN CONNECTION WITH THE SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, THE THIRD PARTY CONTENT, OR THE THIRD PARTY SERVICES, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES, THIRD PARTY CONTENT, OR THIRD PARTY SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED AND ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY FROM US THAT IS NOT OTHERWISE IN THIS AGREEMENT OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN US, AND YOU AGREE YOU WILL NOT TAKE A POSITION IN ANY PROCEEDING THAT IS INCONSISTENT WITH THIS PROVISION.

9.2 Risks

THE SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS BLOCKCHAIN AND DISTRIBUTED LEDGER TECHNOLOGY. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY, OR FAILING TO PROPERLY UPDATE OR RUN SOFTWARE TO ACCOMMODATE PROTOCOL UPGRADES, LIKE THE TRANSITION TO PROOF OF STAKE CONSENSUS. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS AND UPGRADING YOUR SOFTWARE AND PROCESSES TO ACCOMMODATE THE SERVICES AND PROTOCOL UPGRADES, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS AND OTHER DIGITAL TOKENS. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN OR DISTRIBUTED LEDGER PROTOCOL, COMMUNICATE OR EXECUTE PROTOCOL UPGRADES, OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND RECOVERY PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT WE WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PLAIN TEXT/DECRYPTED PRIVATE KEY OR PLAIN TEXT/DECRYPTED RECOVERY PHRASE, THAT DIGITALLY COPYING AND STORING YOUR RECOVERY PHRASE ON A CLOUD STORAGE SYSTEM OR OTHER THIRD PARTY SUPPORTED DATA STORAGE, INCLUDING YOUR PERSONAL DEVICE, MAY INCREASE THE RISK OF LOSS OR THEFT, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS, ESPECIALLY THOSE RESPONDING TO SOLICITATIONS AND OTHER PROMPTS FROM THIRD PARTIES. WITH RESPECT TO THIRD PARTIES, YOU ARE AWARE THAT SOCIAL ENGINEERING SCAMS LIKE PIG BUTCHERING PERPETRATED BY MALICIOUS THIRD PARTIES PRESENT A RISK AND YOU AGREE THAT YOU AND YOU ALONE ARE RESPONSIBLE FOR TRANSACTIONS OR AGREEMENTS WITH SUCH THIRD PARTIES THAT MAY LEAD TO INJURY. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR VERIFYING THE LEGITIMACY OR SAFETY OR SUITABILITY OF ANY THIRD PARTY APPLICATIONS OR TOKENS THAT YOU MAY INTERACT WITH OR RECEIVE USING OUR SERVICES. YOU ARE AWARE THAT THERE ARE TECHNICAL MEASURES IN CERTAIN SERVICES THAT IMPROVE USER SAFETY, AND YOU ARE SOLELY RESPONSIBLE FOR UNDERSTANDING HOW THEY FUNCTION AND USING THEM AS APPROPRIATE.

YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL ASSETS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF US TO CONTROL. ANY ESTIMATED TRANSACTION RESULTS GENERATED BY OR DISPLAYED IN CONNECTION WITH THE SERVICES ARE ILLUSTRATIVE AND MAY VARY FROM THE ACTUAL TRANSACTION RESULTS. SUCH VARIATIONS CAN ARISE DUE TO, AMONG OTHER THINGS, NETWORK LATENCY, BLOCK PROPAGATION DELAYS, AND OTHER REASONS BEYOND OUR CONTROL. WE ARE NOT LIABLE FOR ANY LOSSES AS A RESULT OF ANY OF THE FOREGOING. YOU UNDERSTAND THAT PROTOCOL UPGRADES MAY INADVERTENTLY CONTAIN BUGS OR SECURITY VULNERABILITIES THAT MAY RESULT IN LOSS OF FUNCTIONALITY AND ULTIMATELY FUNDS.

WE MAY PROVIDE ACCESS TO FEATURES OR SERVICES THAT ARE IDENTIFIED AS “BETA” OR PRE-RELEASE. YOU UNDERSTAND THAT SUCH SERVICES ARE STILL IN DEVELOPMENT, MAY HAVE BUGS OR ERRORS, MAY BE INCOMPLETE, MAY MATERIALLY CHANGE PRIOR TO A FULL COMMERCIAL LAUNCH, OR MAY NEVER BE RELEASED COMMERCIALLY.

YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DO WE CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY US AS PART OF THE SERVICES AND IS NOT ITSELF A THIRD PARTY SERVICE. YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL AND IS NOT RESPONSIBLE FOR THE TRANSITION OF ANY BLOCKCHAIN PROTOCOL FROM PROOF OF WORK TO PROOF OF STAKE CONSENSUS OR THE FUNCTIONING OF ANY PROTOCOL AFTER IT UNDERGOES A TECHNICAL UPGRADE. YOU UNDERSTAND AND ACCEPT THAT WE DO NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICE. YOU AGREE THAT YOU ALONE, AND NOT US, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT IN ANY JURISDICTION OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING OUR SERVICES. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICES TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

YOU UNDERSTAND AND EXPRESSLY ACCEPT THAT WE SHALL NOT BE LIABLE FOR ANY LOSSES OR OTHER CONSEQUENCES OF ANY KIND, WHETHER DIRECT OR INDIRECT, ARISING FROM OR RELATING TO YOUR ELIGIBILITY OR INELIGIBILITY TO ACCESS OR USE THE SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOU MEET ALL APPLICABLE ELIGIBILITY CRITERIA AND REGULATORY REQUIREMENTS FOR ACCESSING OR TRANSACTING IN ANY DIGITAL ASSET OR PRODUCT DISPLAYED IN CONNECTION WITH THE SERVICES. WE DO NOT UNDERTAKE ANY OBLIGATION TO VERIFY YOUR ELIGIBILITY OR COMPLIANCE WITH RELEVANT LAWS, AND WE DISCLAIM ALL LIABILITY FOR ANY FAILURE BY YOU TO SATISFY SUCH REQUIREMENTS.

YOU FURTHER ACKNOWLEDGE AND UNDERSTAND THAT DIGITAL ASSET TRANSACTIONS ARE INHERENTLY SPECULATIVE AND SUBJECT TO EXTREME VOLATILITY, WITH PRICES THAT MAY FLUCTUATE RAPIDLY AND UNPREDICTABLY DUE TO A WIDE RANGE OF FACTORS, INCLUDING CHANGES IN LAWS OR REGULATIONS, ECONOMIC CONDITIONS, MARKET SENTIMENT, TECHNOLOGICAL DEVELOPMENTS, AND EVENTS WITHIN THE DIGITAL ASSET ECOSYSTEM. ALL DIGITAL ASSET TRANSACTIONS CARRY A SUBSTANTIAL RISK OF LOSS, AND YOU MAY LOSE THE ENTIRE VALUE OF YOUR ASSETS. PAST PERFORMANCE OF ANY DIGITAL ASSET OR PRODUCT IS NOT INDICATIVE OF FUTURE RESULTS, AND WE MAKE NO REPRESENTATION, WARRANTY, GUARANTEE, OR ASSURANCE AS TO THE PERFORMANCE, MARKET PRICE, VALUE, OR SUITABILITY OF ANY DIGITAL ASSET OR PRODUCT DISPLAYED IN CONNECTION WITH THE SERVICES. THE DIGITAL ASSET INDUSTRY IS SUBJECT TO BOTH SYSTEMIC RISK (INCLUDING IDIOSYNCRATIC OR INDUSTRY-LEVEL EVENTS THAT COULD TRIGGER WIDESPREAD MARKET COLLAPSE) AND SYSTEMATIC RISK (INCLUDING MARKET-WIDE RISKS ARISING FROM ECONOMIC, POLITICAL, TECHNOLOGICAL, OR NATURAL FACTORS), ALL OF WHICH MAY SIGNIFICANTLY IMPACT DIGITAL ASSET PRICES AND MARKET STABILITY. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE RISKS AND SUITABILITY OF ANY TRANSACTION OR PRODUCT, AND YOU SHOULD SEEK INDEPENDENT PROFESSIONAL ADVICE BEFORE MAKING ANY DECISION. NOTHING IN OUR SERVICES OR COMMUNICATIONS CONSTITUTES INVESTMENT, FINANCIAL, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE, OR AN OFFER, SOLICITATION, OR RECOMMENDATION TO ENGAGE IN ANY TRANSACTION.

WE MAY, FROM TIME TO TIME, PUBLISH ADDITIONAL DISCLAIMERS, RISK WARNINGS OR SIMILAR STATEMENTS ON THE APP OR THE SITE. YOU ACKNOWLEDGE AND AGREE THAT ANY SUCH DISCLAIMERS, RISK WARNINGS, OR STATEMENTS ARE INCORPORATED INTO AND FORM PART OF THESE TERMS BY REFERENCE, AND SHALL HAVE THE SAME FORCE AND EFFECT AS IF SET OUT IN FULL HEREIN.

CAREFUL CONSIDERATION PRIOR TO USE OF THE SERVICES. IN LIGHT OF THESE RISKS (AS WELL AS POTENTIALLY OTHERS THAT ARE NOT LISTED), YOU MUST CAREFULLY CONSIDER WHETHER ALL APPLICABLE RISKS ARE ACCEPTABLE PRIOR TO USING THE SERVICES. YOU ALSO APPRECIATE THAT THE RISK DISCLOSURES HEREIN ARE NOT AND CANNOT BE COMPREHENSIVE OR EXHAUSTIVE. YOU MUST SEEK PROFESSIONAL ADVICE REGARDING YOUR PARTICULAR FINANCIAL CONDITION AND OTHER CIRCUMSTANCES PRIOR TO COMMENCING YOUR USE OF SERVICES.

10. Limitation of Liability

10.1 Limitation of Amount

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US TOGETHER WITH ALL OF OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM NEGLIGENCE OR OTHERWISE) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4. WE SHALL HAVE NO LIABILITY TO YOU WITH RESPECT TO ANY SERVICE EXCEPT TO THE EXTENT THAT SUCH DAMAGES ARE DETERMINED BY FINAL JUDGMENT OF A COURT OR ARBITRATOR. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

10.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL WE OR OUR AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF WE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE RELEVANT REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. Binding Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

11.1 Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”) without regard to any choice or conflict of laws rules.

11.2 Agreement to Submit to Arbitration

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 this Agreement resolved in court. Instead, for any dispute or claim that you have against us or relating in any way to this Agreement, 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 dispute@[topnod.com]. The Notice must:

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

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

Our notice to you will be similar in form to that described above. If you and us 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.

Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement will 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 the arbitration is commenced.

You and we agree that:

(a) the law of this section is Hong Kong law;

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

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

(d) 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; and

(e) the arbitrator may conduct only an individual arbitration and may not: (i) consolidate more than one individual's claims; (ii) preside over any type of class or representative proceeding; or (iii) preside over any proceeding involving more than one individual; and (iv) the arbitration proceedings will be conducted in English.

Any claim to be brought by you arising out of or related to this Agreement 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.

You shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

Notwithstanding any other provision of the Agreement, 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 the Agreement:

(a) is personal to you and us; and

(b) 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 section is found to be unenforceable or unlawful for any reason:

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

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

(c) 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.

12. Miscellaneous

12.1 Assignment

You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 12.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition, or sale of all or a portion of our assets; or (b) to any Affiliate or third party; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

12.2 DAOs

We may interact with and provide certain Services to DAOs. Due to the unique nature of DAOs, to the extent the DAO votes in favor of and/or accepts such Services from us, the DAO has acknowledged and agreed to these Terms in their entirety.

12.3 Entire Agreement and Modifications

This Agreement incorporates the Policies by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. Any modification to the terms of this Agreement may only be made in writing.

12.4 Force Majeure

Neither we nor our affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party's reasonable control, including acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

12.5 Export and Sanctions Compliance

In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that prohibit certain transactions. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services. You may not use the Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the jurisdiction where you are using the Service.

12.6 Independent Contractors; Non-Exclusive Rights

We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. We reserve the right (a) to develop or have developed for us products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by you, and (b) to assist third-party developers or systems integrators who may offer products or services which compete with your products or services.

12.7 Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

12.8 Notice

(a) To You

We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the App or Site; (ii) sending a message to the email address then associated with your account; (iii) posting the notice in the interface of the applicable Service; or (iv) using public communication channels. Notices we provide by posting on the App, Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us

To give us notice under this Agreement, you must contact us by email at Contact@topnod.com.

12.9 No Third-Party Beneficiaries

Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. Without limiting the generality of the foregoing, a person who is not a party to this Agreement will have no rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) to enforce any of its terms.

12.10 No Waivers

The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

12.11 Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement, but the rest of the Agreement will remain in full force and effect.

Any present or future legislation which operates to vary the obligations of a party in connection with this Agreement with the result that another party's rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.

12.12 Notice and Procedure for Making Claims of Copyright Infringement

If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us a written notice at the address below with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located with respect to the Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

You can reach us at:

Email: Copyright@topnod.com

Subject Line: Copyright Notification

Attention: Copyright ℅ [*]

12.13 No Liability for Losses

A party is not liable for Losses caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy under this Agreement.

12.14 Discretion in Exercising Rights

A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this Agreement expressly states otherwise.

13. Definitions

“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Services:

to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
to engage in, promote, or encourage any illegal or infringing content;
for any unlawful, invasive, infringing, defamatory, or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme, or mirroring a website);
where you are subject to prohibitions or restrictions described in Section 1.6, access the App, Site or use any Services utilizing any virtual private network, proxy service, or any other third party service, network, or product with the effect of disguising your IP address or location, or access the App, Site or use any Services from, or being subject to, the jurisdiction of any such prohibited or restricted jurisdiction;
to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
to interfere with the use of the Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
to cause the Site or portions of it to be displayed on or by any other site (for example, framing, deep linking, or in-line linking), or otherwise take any action with respect to the materials on the Site or App that is inconsistent with any other provision of these Terms;
to disable, interfere with, or circumvent any aspect of the Services (for example, any thresholds or limits);
to generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertising, or other solicitation; or
to use the Services, or any interfaces provided with the Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

“API” means an application program interface.

“Content” means any data, text, audio, video or images, software (including machine images), and any documentation.

“DAO” means Decentralized Autonomous Organization, being an organization governed by a community of members who collectively participate in decision-making processes, often using blockchain technology and smart contracts to automate actions and enforce rules.

“Digital Assets” means any:

(a) digital representation of value which can be used for payment or investment purposes or to access a good or service;

(b) asset (including a token) in digital or electronic form that uses cryptography and/or distributed ledger technology or similar technologies;

(d) asset or thing that is, or in the future becomes, known as, referred to as, or classified for any legal or regulatory purposes in any jurisdiction as, a “Digital Asset”, “virtual asset”, “virtual currency”, “cryptoasset”, “cryptocurrency”, “stablecoin”, “token”, “tokenised asset”, “memecoin”, “non-fungible token” (or any similar or analogous concept or thing, in each case however named or described).

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

“Our Content” means any software (including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Services.

“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations belonging to us, our affiliates and/or licensors that we may make available to you in connection with this Agreement.

“Order” means an order for Services executed through an electronic order form directly with us, or through a cloud-based vendor.

“person” means an individual, body corporate, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Policies” means the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to the Services as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.

“Privacy Notice” means the privacy notice located on our website (https://topnod.com/privacy-notice (and any successor or related locations designated by us)), as it may be updated by us from time to time.

“Services” means the Services (including TopNod Wallet and associated APIs), Our Content, Our Marks, and any other product or service provided by us under this Agreement. Services do not include Third Party Content or Third Party Services.

“Suggestions” means all proposed or suggested changes or improvements to the Services (regardless of whether they in fact improve the Services).

“Term” means the term of this Agreement described in Section 6.1.

“Termination Date” means the effective date of termination provided in accordance with Section 6, in a notice from one party to the other.

“User Insolvency Event” means if you are subject to any of the following insolvency events: (i) you stop or suspend payment of any of your debts or are unable to, or admit your inability to, pay your debts as they fall due; (ii) you commence negotiations, or enter into any composition, compromise, assignment or arrangement, with one or more of your creditors with a view to rescheduling any of your indebtedness (because of actual or anticipated financial difficulties); (iii) a moratorium is declared in respect of any of your indebtedness; (iv) any action, proceedings, procedure or step is taken in relation to: (a) a composition, compromise, assignment or arrangement with any of your creditors; or (b) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of you or any of your assets; (v) the value of your assets is less than your liabilities (taking into account contingent and prospective liabilities); or (vi) any event occurs in relation to you that is analogous to those set out in paragraphs (i) to (v) (inclusive) above in any jurisdiction.

“Your Content” means content that you or any End User transfers to us for storage or hosting by the Services and any computational results that you or any End User derive from the foregoing through your use of the Services, excluding however any information submitted to a blockchain protocol for processing.

14. Interpretation

In this Agreement, unless a contrary intention is expressed:

(a) headings are for reference only and do not affect the interpretation of the document;

(b) the singular includes the plural and the plural includes the singular;

(c) a reference to a document (including this Agreement) or legislation includes all amendments or supplements to, or replacements or novation of, that document or legislation, and in the case of legislation, all delegated legislation made under it;

(d) any reference to this Agreement shall include this Agreement and its schedules and appendices attached hereto; a reference to a party to any document includes that party's successors and permitted assigns;

(e) a reference to a particular person includes the person's executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(f) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(g) where a word or phrase is defined, its other grammatical terms have corresponding meanings;

(h) a reference to conduct includes a reference to any omission, statement or undertaking, whether or not in writing;

(i) a provision of this Agreement may not be construed adversely to us solely on the ground that we were responsible for the preparation of this Agreement or the preparation or proposal of that provision;

(j) references to any Hong Kong legal term or legal or regulatory concept shall, in respect of any jurisdiction other than Hong Kong, be deemed to include that which most approximates in that jurisdiction to such Hong Kong legal term or legal or regulatory concept;

(k) the words “include”, “including”, “for example”, “such as” or any form of those words or similar expressions do not limit what else is included and must be construed as if they are followed by the words “without limitation” or “but not limited to”; and

(l) a reference to “USD”, “$” or “dollars” is a reference to the lawful currency of the United States.