1. Definitions

• 1.1. “Applicable Laws” refers to all local, state, national, and international statutes, regulations, ordinances, rules, directives, orders, treaties, and other laws that are applicable to the Agreement, including, to the Project, the Token, or the Transaction.
• 1.2. “Beta Services” means any service, feature, software, or functionality provided by Onchain Labs that is identified as in an early access, for trial, beta, pre-release, testing, or evaluation stage.
• 1.3. “Blockchain” means a distributed ledger, maintained by a network of computers, that records all Transactions of Tokens in theoretically unchangeable data packages known as blocks, each of which are timestamped to reference the previous block, so that the blocks are linked in a chain that evidences the entity history of transactions regarding the Tokens.
• 1.4. “Private Key” means the private key that pairs together with the public key to evidence ownership or possession of a specific number of Tokens in a Wallet via the relevant Blockchain. The public key is visible to all participants in a Blockchain’s network. A Private Key is confidential and used to Trade Tokens represented by the corresponding public key.
• 1.5.  “Compliance Procedures” means all appropriate “know your customer”, export control, and anti-money laundering verifications required in accordance with applicable law and regulatory standards. This includes verification of User’s identity and personal information, as well as tracing of suspicious or irregular operations. Compliance Procedures are entirely outsourced to Transaction Services providers as described in the Transaction Terms.
• 1.6. “Others” means any personal, individuals, entities or systems outside our direct control, including; (a) decentralized exchanges (“DEXs”), liquidity providers, yield farms, lending platforms, stable coin providers, oracle providers, Wallet providers, payment processors, blockchain networks or other third parties involved in a Transaction (“Infrastructure Partners”); (b) any of your service providers, or third parties, including any third party integrated with or otherwise used in conjunction with the Platform and (c) any Tokens made available in relation to the Services, including as a payment method to complete a Transaction and any person controlling such Tokens (a “Token Issuer”). “Others” shall not be interpreted as including service providers and sub-processors of Onchain Labs. The Infrastructure Partners include those part of the Onchain Payment Network (“OPN”) used Transaction Workflows.
• 1.7. “Platform” means a decentralized, on-chain payment platform that allows Users (or Acquirers) to purchase or exchange Tokens, including in fiat currencies, through shareable on-ramp links.
• 1.8. “Project” means the project related to a Token listed for Trade on the Platform.
• 1.9. “Project Owner” means the individual or entity that lists Tokens for Trade on the Platform, representing the Project listed on the Platform.
• 1.10. “Project Owner Terms” means any additional terms and conditions applicable to a Transaction and published through the Platform.
• 1.11. “Representatives” means the Transaction Services, our licensors, service providers, directors, officers, affiliates, employees, and agents.
• 1.12. “Trade” means to trade, exchange, purchase, acquire, transfer, or license a Token as part of a Transaction, and pursuant to these Terms.
• 1.13. “Token” means the digital asset, cryptocurrency, token, virtual currency or other cryptographic asset which is made available through the Platform in relation to a Project, and which can be Traded by Acquirers (Users) through the Platform.
• 1.14. “Transaction” means a transaction conducted on the Platform in which the Acquirer Trades a Token in exchange for a payment, either another Token, or Fiat currency, as described in the Transaction Terms. “Transaction Services” means third-party services, applications, Blockchains, decentralized exchanges and liquidity pools which are used to complete the Transactions.
• 1.15. “Transaction Fees” means any fees, charges, conversion rates, or transaction fees which are applicable to the Transaction, including those that are charged by Transaction Services. We do not control Transaction Fees, and they may fluctuate from one Transaction to another Transaction.
• 1.16. “Transaction Initiation” means to initiate the Trade of a Token using a link provided to your phone number or email address such as to create a digital Wallet. 
• 1.17. “Transaction Terms” means the terms and conditions that apply by default between the Acquirer and the Project Owner for any Transactions, available at <URL>, as modified from time to time.
• 1.18. “Wallet” means a digital wallet that can be used to Trade the Tokens, and which is connected to the Platform as part of a Transaction.

2. User Obligations

• 2.1. You agree that you must be at least 18 years old to conduct a Transaction or the age of majority in your jurisdiction. Unless we agree otherwise, you cannot enter these Terms on behalf of an organization or entity. If permits and licenses are required for you to conduct a Transaction, you must obtain these before conducting a Transaction. We won’t be responsible if you conduct a Transaction in violation of applicable laws.
• 2.2. You agree to comply with these Terms, and any Transaction Terms and Project Terms applicable to the Transactions. In case of a conflict between the Transaction Terms and these Terms, these Terms will prevail, unless indicated otherwise herein.
• 2.3. In order to execute a Transaction, you must create an account and connect a Wallet to the Platform. You must be the legal owner of the Wallet and must not share the Private Key to your Wallet with any other person or entity. You must not allow any other person than yourself to use the Platform or conduct a Transaction through your Wallet.
• 2.4. You agree not to conduct a Transaction (a) in violation of applicable laws, (b) in connection with or as part of any criminal or terrorist activities; (c) to conduct, directly or indirectly, market manipulations, including pump and dump schemes, wash trade, self-trading, front running, quote stuffing and spoofing or layering, even if not prohibited by law. In addition:
• a) You represent and warrant that all information submitted by you, including information submitted as part of Compliance procedures is accurate, complete and current. You agree to conform to Compliance Procedures, as defined in the Transaction Terms. You agree to and are responsible for updating your information if any changes occur.
• b) If required by law in relation to a Transaction, the use or ownership of the Tokens, you represent and warrant that you are a qualified or informed investor.
• c) The Tokens are not intended for consumer or domestic use. You represent and warrant that you are not conducting a Transaction for a consumer or domestic purpose.
• d) You cannot conduct any Transactions if you are listed on any trade embargoes or economic sanctions list (such as the United Nations’ Security Council Sanctions List), the List of Specially Designated Nationals maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the denied persons or entity list of countries. From time to time, we may refuse your Transactions or limit the sale of the Tokens in other jurisdictions as we see fit, or to comply with such laws, treaties, or trade standards. You represent and warrant that you are not on any such lists, and that your Transaction does not breach trade nor export control requirements of any relevant countries.
• e) You represent and warrant that the Transaction, or Trade of the Token, will not violate regulations on anti-money laundering, anti-corruption, and counter-terrorist financing.
• f) You represent and warrant that you will not conduct, directly or indirectly, any illegal or unlawful activities, including any restricted business activities, as described here.
• 2.5. Any violation of this Agreement may result in us temporarily or permanently disabling your account on the Platform or temporarily or permanently banning your Wallet address from the Platform.

3. Transaction Terms

• 3.1. The Transaction Terms apply to all Transactions initiated or executed on the Platform. In case of conflict between the Transaction Terms and the remaining parts of this Agreement, the Transaction Terms will prevail.  
• 3.2. Blockchain transactions are irreversible. Make sure to use the correct wallet address to connect the appropriate Wallet to your Transaction or you may irreversibly lose access to the Tokens. You must be the legal owner of the Wallet that you connect to the Platform to purchase the Tokens.
• 3.3. A Transaction is successfully completed when confirmed and recorded by a Blockchain associated with the Token, and the Token is sent to the wallet address you provided. We do not control Blockchains, and neither do other third-party service providers or Transaction Services. We cannot promise that the transaction details that you submit or receive at checkout will be confirmed on the relevant Blockchain. We cannot facilitate cancellation or modification requests.
• 3.4. The Transaction is irreversible, and the information on the Blockchain resulting from the Transaction cannot be modified, suppressed, or deleted thereafter. This information may allow for your indirect identification through your public wallet address. You may not be able to exercise some privacy rights on your personal data permanently associated with the Blockchain.
• 3.5. The Transaction is irreversible, and the information on the Blockchain resulting from the Transaction cannot be modified, suppressed, or deleted thereafter. This information may allow for your indirect identification through your public wallet address. You may not be able to exercise some privacy rights on your personal data permanently associated with the Blockchain.
• 3.6. When you conduct a Transaction, you understand that we may be required to conduct identity verification, anti-money laundering verification and fraud prevention, or work with suppliers or third parties to do so (“Compliance Procedures”). When you provide information to conduct Compliance Procedures through the Platform, you understand that it may be shared with others to make the required verification. You warrant that this information is accurate, complete and current.
• 3.7. When you connect a Wallet to the Platform, you agree that (a) you must provide your own phone number or email; (b) you are responsible for the security and integrity of your Wallet, including the protection and confidentiality of your Private Keys; (c) you are responsible for ensuring that your Wallet has the appropriate security controls for the intended storage (d) it is your responsibility to use multifactor authentication and to use is correctly; (e) if you do not backup your two-factor authentication, you may be unable to access your Wallet, and you may not be able to recover access to your Wallet. If you use your phone as a Wallet, you understand that you may not be able to retrieve your Tokens if you lose your phone. We will not be responsible if someone else accesses your phone or your Wallet and authorizes transactions in your name.
• 3.8. The Platform is a purely non-custodial platform, meaning we do not ever have custody, possession, or control of your Tokens or digital assets at any time. It further means you are solely responsible for the custody of the cryptographic Private Keys to your Wallet and you should never share your wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection with your use of a Wallet and make no representations or warranties regarding how the Platform will operate with any specific Wallet. Likewise, you are solely responsible for any associated Wallet and we are not liable for any acts or omissions by you in connection with or as a result of your Wallet being compromised.

4. Technological Risks

• 4.1. You acknowledge that you have read and understood the Transaction Terms, including, without limitation, all disclaimers and your representations and warranties. You agree that these Transaction Terms apply to all Transactions executed on the Platform and you agree to be bound by them.  
• 4.2. You understand that Tokens may not be insured by the Federal Deposit Insurance Corporation (“FDIC”), the Securities Investor Protection Corporation (“SIPC”), the European deposit insurance scheme (“EDIS”), other European national deposit guarantee schemes (“DGS”) or any other public or private insurer, including against cyber theft or theft.
• 4.3. The value, availability and liquidity of the Tokens may fluctuate over time and be highly volatile. There may be risks of financial losses associated with the Transaction and the Tokens. We make no representations or warranties on potential financial gains. The User assumes all risks relating to the Transaction, and to the value of the Tokens over time. The User is responsible for understanding the risks relating to the Transaction.

5. Transaction Limitations

• 5.1. We may decide to limit your Transactions, such as by limiting the number of the Tokens available to you, the number of Transactions you can make, or the conditions required to be authorized to purchase the Tokens. These limits may also depend on how you pay for the Tokens, the verification steps that have been completed, and any other factors that we or third parties involved in the completion of the Transaction find relevant. These limits can also change from time to time, at our sole discretion. They may also relate to our obligations to prevent or control financial crimes and changing regulatory requirements. These limits may be contained in the Project Owner Terms. Please review these additional terms.
• 5.2. One or more Tokens available on the Platform may not be available or appropriate for use in your jurisdiction. By executing Transactions on the Platform, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you.
• 5.3. We always reserve the right to refuse to process or to cancel any Transaction you initiate, or attempt to initiate, for any reason, including:
• 5.3.1. To prevent reputational risks associated with the Transaction or with you.
• 5.3.2. If required by applicable law, any court order, or the request of any governmental authority.
• 5.3.3. To enforce any limits associated with your Transaction.
• 5.3.4. For any reason indicated in the Project Owner Terms.
• 5.3.5. For financial crime prevention and detection purposes.
• 5.3.6. To comply with the results of Compliance Procedures.
• 5.3.7. For safety and security purposes.
• 5.3.8. If you publish untrue or defamatory statements about us or our business.
• 5.3.9. To preserve the integrity of our computer systems.
• 5.3.10. To preserve the digital currency ecosystem.
• 5.3.11. Any other appropriate reason we may determine from time to time. 

6. Transaction Material

• 6.1. The materials displayed, performed, available or otherwise used as part of a Transaction, including the Platform, the Tokens, the Wallets, the Transaction Services, and any text, graphics, data, articles, photos, images, illustrations, and so forth (together, the “Transaction Material”) are protected by copyright and/or other intellectual property laws. You agree to comply with copyright notices, trademark rules, information, and restrictions contained in any Transaction Material you access in relation to the Transaction. You won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit the Transaction Material except (a) with the prior consent of the owner of the Transaction Material and (b) as intended under these Terms. You agree that the Transaction Material can only be used for the Transaction, as reasonably intended.
• 6.2. If the Transaction Material incorporates or links to certain open-source components, then your use of the Transaction Material is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (together, the ‘Open-Source Licenses’). You cannot use the Transaction Material in violation of the Open-Source Licenses.
• 6.3. You represent that you will not use the Transaction Material in any way that (a) infringes or violates the intellectual property rights or any other rights of anyone; (b) violates any law or regulation, including, without limitation, any applicable export control laws; (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) jeopardizes the security of your Wallet (or someone else’s Wallet), including by allowing someone else than you to access and use your Wallet; (e) violates the security of any computer network, or cracks any passwords or security encryption codes; (f) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Transaction Material or (g) attempts to access Transaction Material without authorization. If you breach any of the foregoing rules, we may suspend your right to use the Wallet in the future, or to conduct further Transactions.
• 6.4. Any marks, products, service names, logos and other marks used as part of the Transaction Material, including our name and logo, are owned by their respective licensors and owners. You cannot copy, imitate, or use them without our or their written consent.

7. No Professional Advice

• 7.1. We are not your broker, intermediary, agent, financial institution, creditor or advisor and we have no fiduciary relationship or obligation to you in connection with any Trades or other decisions or relating to your Transaction. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we have no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.
• 7.2. No communication or information 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, including legal advice.
• 7.3. Unless otherwise specified in these Terms, all Transactions are executed automatically, based on the parameters of your order instructions and in accordance with Transaction execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related Transactions are appropriate for you according to your personal investment objectives, financial circumstances, and risk tolerance, and you shall be solely responsible for any loss or liability therefrom. 
• 7.4. You should consult legal or tax professionals regarding your specific situation. We do not recommend that any Tokens should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any Tokens, you should conduct your own due diligence and consult your financial advisors prior to making any investment decision. We will not be held responsible for the decisions you make to buy, sell, or hold Token based on the information we provide.

8. Beta Services

• 8.1. If we provide you with access to services, products, software, functionalities, features, or licences identified as “beta” or “pre-released” (the “Beta Services”), you understand that such Beta Services are still in development, may contain bugs or errors, may be feature incomplete, may materially change prior to a full commercial launch, or may never be released commercially. Notwithstanding anything to the contrary, we provide Beta Services “as is” and without warranty of any kind, and your use of, or reliance on Beta Services, is at your own risk.

9. Disclaimer

• 9.1. Neither us nor our Representatives make any representations or warranties regarding the Transaction Material, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of the Transaction Material. To the fullest extent permitted under applicable laws, the Transaction Material is provided “as is” and without any warranty of any kind from us or our Representatives, unless stated otherwise in the Project Owner Terms, in which case, these Project Owner Terms will not be interpreted to create additional liability for us or our Representatives than as intended hereunder.
• 9.2. DISCLAIMER OF WARRANTY. EXCEPT AS STATED OTHERWISE IN THE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, AND OUR REPRESENTATIVES, DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY OR OTHER TERMS NOT STATED THEREIN THAT COULD APPLY BY EFFECT OF THE LAW OR OTHERWISE, INCLUDING AS TO (A) THE COMPLIANCE, ACCURACY, CORRECTNESS, COMPLETENESS, RELIABILITY, OR SECURITY OF THE PLATFORM AND SERVICES; (B) THEIR SUITABILITY FOR A PARTICULAR USE; (C) ANY WARRANTIES OF TITLE OR NON-INFRINGEMENT, AND (D) YOUR SATISFACTION OR THE PERFORMANCE OF THE SERVICES. WE DO NOT WARRANT THAT YOUR ACCESS OR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM AND SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
• 9.3. OTHERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE SERVICES, INCLUDING THE TRANSACTIONS, MAY INTERACT WITH OR RELY ON OTHERS. THEY ARE SEPARATE ENTITIES AND NEITHER WE NOR OUR REPRESENTATIVES HAVE CONTROL OR AUTHORITY OVER THEIR OPERATIONS, AVAILABILITY, FUNCTIONALITY, OR ANY ACTIONS OR MISSIONS. THIS INCLUDES ANY UNAVAILABILITY, REFUSAL OF TRANSACTIONS, ERRORS, OR ANY OTHER ISSUES THAT MAY ARISE FROM THE USE OF THE INTERACTION OF OUR SERVICES WITH OTHERS. YOU ARE SOLELY RESPONSIBLE FOR ENTERING INTO APPROPRIATE AGREEMENTS WITH OTHERS, AND FOR CONDUCTING YOUR DUE DILIGENCE ON OTHERS. WE HAVE NO LIABILITY WHATSOEVER FOR SERVICES AND PRODUCTS PROVIDED BY OTHERS.
• 9.4. SMART CONTRACTS. ALL TRANSACTIONS CONDUCTED ON THE PLATFORM MAY INVOLVE SMART CONTRACTS THAT ARE AUTOMATICALLY EXECUTED ON THE BLOCKCHAIN. YOU ACKNOWLEDGE AND AGREE THAT SMART CONTRACTS OPERATE AUTONOMOUSLY, AND ONCHAIN LABS DOES NOT CONTROL OR GUARANTEE THEIR FUNCTIONALITY, SECURITY OR OUTCOMES. SMART CONTRACTS MAY FAIL, BEHAVE UNEXPECTEDLY, OR BE VULNERABLE TO EXPLOITS, HACKS, OR OTHER UNFORESEEN EVENTS. WE ARE NOT LIABLE FOR ANY LOSSES, ERRORS, FAILURES, OR SECURITY BREACHES ARISING FROM SMART CONTRACTORS, INCLUDING BUT NOT LIMITED TO FORKS, NETWORK CONGESTION, CHANGES TO BLOCKCHAIN PROTOCOLS, SOFTWARE BUGS OR CODING ERRORS, EXPLOITS, OR HACKS. ONCE EXECUTED ON THE BLOCKCHAIN, TRANSACTIONS CANNOT BE RESERVED, CANCELED OR MODIFIED BY ONCHIAN LABS. YOU ASSUME ALL RISKS ASSOCIATED WITH SMART CONTRACT INTERACTIONS.
• 9.5. WALLETS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOU AGREE THAT THE USE OF WALLETS TO STORE, MANAGE, AND TRANSACT TOKENS IS AT YOUR OWN RISK. DIGITAL WALLETS ARE SUSCEPTIBLE TO A VARIETY OF RISKS, INCLUDING BUT NOT LIMITED TO, THEFT, LOSS OF ACCESS DUE TO FORGOTTEN PASSWORDS OR LOST PRIVATE KEYS, AND CYBER-ATTACKS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER US NOR OUR REPRESENTATIVE ARE RESPONSIBLE FOR ANY LOSSES INCURRED AS A RESULT OF THE USE, MISUSE, OR FAILURE OF A DIGITAL. WALLET. YOU, AND ACQUIRERS, ARE ALONE RESPONSIBLE FOR THE SECURE MANAGEMENT AND MAINTENANCE OF WALLETS. WE DO NOT MAKE ANY REPRESENTATIVES OR WARRANTIES ABOUT THE SAFETY, SECURITY, OR OPERATION OF WALLETS, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, FOR LOSSES RESULTING FROM THE USE OF WALLETS.
• 9.6. You take responsibility for all activities that occur under your Wallet, with the Tokens, or in connection with the Transaction. You accept the risks of any unauthorized or authorized access to your Wallet, to the maximum extent permitted by law.
• 9.7. The Tokens are an emerging asset class. Neither us nor our Representatives make any warranty as to the markets in which the Tokens are Traded.
• 9.8. Neither us nor our Representatives assume responsibility for any inherent risks associated with Blockchain, nor with any Transaction Material, including, but not limited to, design or implementation flaws that affect the operation of any Blockchain. We do not assume responsibility for any issues relating to the continuing viability of a Blockchain, including, but not limited to, the ability to retain the technical expertise required to support a Blockchain or the performance of a Blockchain with respect to transaction times.
• 9.9. Neither us nor our Representatives make any guarantees as to the security of the Transaction Material. We are not liable for any hacks, double spending, stolen Tokens, or any other attacks on a Blockchain, including, but not limited to, majority attacks in which a nation-state or other party with sufficient computing power is able to control and manipulate the records of a Blockchain.
• 9.10. The Transaction Material may contain links or connections to third party websites, applications or services that are not owned or controlled by us. We are not responsible for any third-party websites, applications, or services, including the Transaction Material, where applicable. 
• 9.11. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party”.

10. Limitations of Liability

• 10.1. Neither us, nor our Representatives, will be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to: (a) the ownership, validity or genuineness of any Tokens; (b) the collectability, insurability, effectiveness, marketability or suitability of any Token; or (c) losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond our control, including, without limitation, non-performance by a third party, denial-of-services attack, and zero-day exploit.
• 10.2. INDIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, AND EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS UNDER THE TERMS, NEITHER PARTIES NOR THEIR REPRESENTATIVES WILL BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES; (B) DAMAGES FOR LOSS OF PROFITS; (C) DAMAGES FOR LOSS OF GOODWILL; (D) DAMAGES FOR LOSS OF USE, LOSS OF DATA OR SYSTEM RECONSTRUCTION CHARGES; (E) LOSS OR CORRUPTION OF DATA OR (F) OTHER INTANGIBLE LOSSES (EVEN IF THIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.
• 10.3. DIRECT DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU EXCEED $100.
• 10.4. Exceptions. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the exclusions of liability set forth above may not apply to you.

11. Indemnification

• 11.1. You agree to indemnify, defend, and hold us and our Representatives harmless from and against any third-party claims, actions, proceedings, investigations, demands, suits, costs, expenses, and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related (a) your use of the Platform, (b) your acts or omissions in the course of a Transaction (c) to your breach of these Terms or the Agreement; and (d) your breach of applicable laws.

12. Dispute Resolution

• 12.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of law principles.
• 12.2. Jurisdiction. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts located in Vilnius, Lithuania, for any and all disputes, claims, and actions arising from or in connection with this Agreement and the Services provided by Onchain Labs.
• 12.3. Dispute Resolution Process. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If Parties do not reach such solution within a period of 60 days, then, upon notice by either party to the other, disputes, claims, questions, or disagreements shall be finally settled by arbitration administered by the Vilnius Court of Commercial Arbitration in accordance with UNCITRAL Arbitration Rules (“UNCITRAL Rules”), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• 12.4. Arbitration Location and Procedure. Any arbitration shall be conducted in Vilnius, Lithuania. The arbitration shall be conducted by a single arbitrator, selected in accordance with the UNCITRAL Rules, and shall be conducted in the English language. The decision of the arbitrator shall be final and binding on the parties.
• 12.5. Costs of Arbitration. Each party shall bear its own costs and expenses and an equal share of the arbitrator's and administrative fees of arbitration.
• 12.6. Judge and Jury Waiver. YOU AND ONCHAIN LABS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Instead, the Parties elect that all claims and disputes shall be resolved by arbitration under this Agreement, except the defined exceptions. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
• 12.7. Class-Action Waiver. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party’s claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and Onchain Labs agree that no Dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection’s limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought before the courts of Vilnius, Lithuania. All other claims shall be arbitrated.

13. Termination

• 13.1. We or our Representatives may terminate (or suspend your access to) the Platform or any Transaction Material. We or our Representatives have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms or the Agreement. 
• 13.2. Upon termination of these Terms, provisions that, by their nature, should survive termination of these Terms shall survive termination. For example, all of the following will survive termination: your obligation to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between the parties.

14. General Terms

• 14.1.  Assignment. You may not assign or transfer the Terms without our prior written consent, except in the case of a merger and acquisition, sale of part or all your assets, or as part of a bona fide corporate restructuring. We may assign or transfer these Terms upon written notice to you. These Terms will insure the benefits of permitted assigns and successors. Any assignment or transfer of these Terms in violation of this section will be null and void.
• 14.2. Interpretation. If any provision of these Terms is held to be illegal, invalid, or unenforceable, in whole or in part, under applicable law, such provision or part thereof shall to that extent be deemed to not form part of these Terms, but the legality, validity, and the enforceability of the other provisions in these Terms or part thereof shall be maintained. These Terms constitute the entire agreement between you and us regarding its subject matter and may only be modified or amended as set forth herein.
• 14.3. No Partnership. These Terms do not create any relationship of employment, partnership, agency, trust, franchise, or joint venture between us. You have no authority to bind us, and you undertake not to hold yourself as an authorized representative of Onchain Labs. You may not use our Marks without our permission.
• 14.4. Amendment. Onchain Labs reserves the right, at its sole discretion, to modify or replace these Terms at any times, with or without notification. If a revision is material, Onchain Labs will use reasonable efforts to provide at least 30 days’ notice prior to any new Terms taking effect. What constitutes a material change will be determined at Onchain Labs’ sole discretion. You should check back on these Terms from time to time. By continuing using Platform and other products after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, you are no longer authorized to use the Platform.
• 14.5. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a force majeure event. A force majeure event refers to an event beyond the reasonable control of the party affected, including but not limited to acts of God, fire, flood, severe weather conditions, war, terrorist attacks, civil commotion, riots, epidemics, pandemics, government actions, labour disputes, blockchain failures, regulatory changes, network outages or any other unforeseen circumstances that are beyond the control of such a party. Upon the occurrence of a force majeure event, the party affected shall promptly notify the other party, explaining the details of the force majeure event and its potential impact on the performance of its obligations under these Terms. The affected party shall use all reasonable endeavours to mitigate the effect of the force majeure event and to resume the performance of its obligations as soon as reasonably possible. A force majeure event shall not apply to the obligation to pay.