Version 1.1

Last Revised on 07-20-2023 
These SphereOne Terms of Service (the “Terms”) are between you (referenced herein as “you” or “your”) and Sphere Global, Inc. (“we”, “our” or the “Company”). These Terms govern your use of the Company’s  website located at (together with any successor site, the “Site”) and the Company’s mobile  cryptocurrency payment application (the “App”). The Site, the App and all software, content, tools, features  and functionalities offered on or through our Site and App are collectively referred to as the “Services”. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and  you represent and warrant that (i) you are an authorized representative of the entity with the authority to  bind the entity to these Terms, and (ii) you agree to these Terms on the entity’s behalf. By accessing, using, or attempting to access or use the Services, you acknowledge and agree that you have  read, understood and accept all of the terms and conditions contained in these Terms. If you do not agree,  you may not access the Services and must immediately cease any use of the Services. We may amend these Terms from time to time by posting a revised version to the Services, in which case  we will update the “Last Revised” date at the top of these Terms. If we make any changes that are material,  we will use reasonable efforts to attempt to notify you, such as by email to the e-mail address you provide  to us when registering for the Services. Please review these Terms on a periodic basis. Each time you use  the Services, you agree to be bound by the Terms in effect at the time of your use thereof. If you do not  agree to the revised Terms, you are not permitted to use the Services. SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY  AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH  LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS  THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE  ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO  WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR  REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED  IN SECTION 9.1. WHO MAY USE THE SERVICES You must be 18 years of age or older and reside in the United States or any of its territories to use  the Services. In addition, you may not use or access the Services if you are a Prohibited Person. A  “Prohibited Person” is any person or entity that is (i) listed on any U.S. Government list of  prohibited or restricted parties, including the U.S. Treasury Department's list of Specially  Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List, (ii)  located or organized in any U.S. embargoed countries or any country that has been designated by  the U.S. Government as a “terrorist supporting” (currently, the Crimea region of Ukraine, Cuba,  Iran, North Korea, and Syria), or (iii) owned or controlled by such persons or entities listed in (i)- (ii). By using the Services, you represent and warrant that you meet the foregoing requirements and  that will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 5.2 USE OF THE SERVICES 2.1 To use the Services, you will need to create an account or link another account, such as your Google  account (“Account”). Further, to use certain portions of the Services, you will need to either direct  us to create for you a self-custodial digital wallet (“Company Wallet”) or you can choose to  connect a third-party Wallet account (“Third-Party Wallet”, and together with the Company  Wallet, the “Wallets”), and then connect that Wallet to your Account. The Wallet may be used to  conduct transactions via the Services (“Transactions”).  (a) Accounts. You agree to provide us with accurate, complete and updated information for  your Account. You can access, edit and update your Account through the settings page of  your user profile. You are solely responsible for any activity on your Account and for  maintaining the confidentiality and security of your password. We are not liable for any  acts or omissions by you in connection with your Account. You must immediately notify  us at if you know or have any reason to suspect that your Account  or password have been stolen, misappropriated or otherwise compromised, or in case of  any actual or suspected unauthorized use of your Account including any unauthorized  Transactions (as defined below). You agree not to create any Account if we have previously  removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise. (b) Wallets.  (i) Company Wallets. We have no ability to access the private keys necessary to  decrypt your Company Wallet without your participation and have no obligation or ability to provide, help you access or recover these private keys to you now or  at any time in the future. The Company Wallet is a self-custody (or unhosted)  Wallet that may be used by you to access certain cryptocurrencies. The Services  may be used to interface with the Company Wallet, but neither it nor the Company  interacts with the payments flow or controls or accesses the Company Wallet.  (ii) Third-Party Wallets. You will also have the option to connect a Third-Party Wallet to your Account. You are solely responsible for keeping your Third-Party Wallet  and any private keys necessary to decrypt your Third-Party Wallet secure. We have  no ability to provide, help you access or recover your private keys for your Third Party Wallet. By using Third-Party Wallets to conduct Transactions, you agree that  you are governed by the terms of service and privacy policy for the applicable  Third-Party Wallets, and that the Company has no liability or responsibility to you  in any way arising from your use of such Third-Party Wallets, including for any  security failures or other errors or failures of such Third-Party Wallets.  (iii) We reserve the right to disable the operability or integration of any Wallet with the  Services for any reason, including if the Company determines in its sole discretion  that such Wallet has been used in a manner that is in violation of these Terms or  any applicable law or in a manner that is otherwise detrimental to the Services or  the Company. In such event, you will still retain control of your Wallet, but will  not be able to use it in connection with the Services. 2.2 Bank Accounts. The Services may allow you to link a bank account from a third-party financial  institution located in the United States (“Bank Account”) to conduct Transactions on the Services.  By linking your Bank Account, you authorize us to view your name and address, transaction history  and routing and account numbers, and we may use such information to provide the Services as set forth in our Privacy Policy. You represent and warrant that you are the owner of and have the right  to access and authorize us to access the Bank Account, and to the extent your Bank Account has a  joint owner, that such joint owner has consented for you to link the Bank Account in connection  with the Services. We disclaim all responsibility and liability to you for any acts or omissions by  the third-party financial institution operating your Bank Account.  2.3 Banxa. Merchant acknowledges that Pty Ltd (“Banxa”) will help facilitate Transactions  on the Services by allowing Merchants and End Users to buy cryptocurrency using fiat currency  and sell cryptocurrency for fiat currency. In order to use the Services, Merchant acknowledges and  agrees to Banxa’s Terms of Use set forth at, as amended from time  to time. Company reserves the right to find a replacement provider to provide similar services as  those provided by Banxa hereunder. Company makes no representation or warranty regarding  Banxa’s services or those of any replacement provider, and accepts no liability for your use of  Banxa’s services or those of any replacement provider. All money transmission activities and  cryptocurrency and fiat on- and off-ramps are performed by Banxa, and not Company. 2.4 Sardine. Merchant acknowledges that SardineAI Corp. (“Sardine”) will help facilitate Transactions on the Services by allowing Merchants and End Users to buy cryptocurrency using fiat currency and sell cryptocurrency for fiat currency. In order to use the Services, Merchant acknowledges and agrees to Sardine’s Terms of Use set forth at, as amended from time to time.  Company reserves the right to find a replacement provider to provide similar services as those provided by Sardine hereunder. Company makes no representation or warranty regarding Sardine’s services or those of any replacement provider, and accepts no liability for your use of Sardine’s services or those of any replacement provider.  All money transmission activities and cryptocurrency and fiat on- and off-ramps are performed by Sardine, and not Company.2.5 Onramper. Merchant acknowledges that Onramper technologies B.V. (“Onramper”) will help facilitate Transactions on the Services by allowing Merchants and End Users to buy cryptocurrency using fiat currency and sell cryptocurrency for fiat currency. In order to use the Services, Merchant acknowledges and agrees to Onramper’s Terms of Use set forth at, as amended from time to time.  Company reserves the right to find a replacement provider to provide similar services as those provided by Onramper hereunder. Company makes no representation or warranty regarding Onramper’s services or those of any replacement provider, and accepts no liability for your use of Onramper’s services or those of any replacement provider.  All money transmission activities and cryptocurrency and fiat on- and off-ramps are performed by Onramper, and not Company.2.6 Wert. Merchant acknowledges that SHA2 Solutions Inc., SHA2 Solutions OU, or SHA2 Markets Inc. (“Wert”) will help facilitate Transactions on the Services by allowing Merchants and End Users to buy cryptocurrency using fiat currency and sell cryptocurrency for fiat currency. In order to use the Services, Merchant acknowledges and agrees to Wert’s Terms of Use set forth at, as amended from time to time.  Company reserves the right to find a replacement provider to provide similar services as those provided by Wert hereunder. Company makes no representation or warranty regarding Wert’s services or those of any replacement provider, and accepts no liability for your use of Wert’s services or those of any replacement provider.  All money transmission activities and cryptocurrency and fiat on- and off-ramps are performed by Wert, and not Company.2.7 Transaction Limits. Your use of the Services is subject to transaction limits (based on total fiat  amount) set by the Company, which may be updated from time to time. If you have any questions  about the limits, please contact the Company at  3. FEES.  3.1 The Company may charge or pass through fees for some or part of the Services we make available  to you, including transaction or processing fees, blockchain gas or similar network fees, and other  fees in connection with the Company Wallet. We will disclose the amount of fees we will charge  or pass through to you for the applicable Service at the time you access, use or otherwise transact  with the Services. Although we will attempt to provide accurate fee information, any such  information reflects our estimate of fees, which may vary from the fees actually paid to use the  Services and interact with the applicable blockchain with which the Services are compatible.  Additionally, your financial institution or external Wallet provider may impose a fee to transact on  the Services. The Company is not responsible for any fees charged by a third party. In addition, it  is your responsibility to ensure you have sufficient funds or digital currency in your designated  Bank Account or Wallet to complete any Transactions using the Services. You are responsible for  any non-sufficient funds or overdraft fees imposed by third parties. To the extent the Company  incurs any fees or charges due to non-sufficient funds, you permit the Company to recover any such  fees or charges from existing funds in your Account. In certain cases, your Transaction may not be  successful due to an error or other issue with the relevant blockchain or the Wallet. We accept no  responsibility or liability to you for any such failed Transactions, or any transaction or blockchain gas fees that may be incurred by you in connection with such failed Transactions. You  acknowledge and agree that all information you provide with regards to a Transaction via the  Services, including, without limitation, credit card, bank account, PayPal, or other payment  information, is accurate, current and complete, and you have the legal right to use such payment  method.  3.2 Once a Transaction has been initiated, it cannot be reversed, cancelled or changed. Except as set  forth in this Agreement, all Transactions processed through the Services are non-refundable.  3.3 It is your sole responsibility to determine whether and to what extent, any taxes apply to any  Transactions and to withhold, collect, report and remit the correct amounts of taxes to the  appropriate tax authorities. LOCATION OF OUR PRIVACY POLICY 4.1 Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us  when you use the Services. For an explanation of our privacy practices, please visit our Privacy  Policy located at  5. RIGHTS WE GRANT YOU 5.1 Right to Use Services. Subject to your compliance with these Terms, we hereby grant you, a  personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license  to use the software provided to you as part of the Services (and right to download a single copy of  the App onto your applicable equipment or device), in each case for the sole purpose of enabling  you to use the Services as permitted by these Terms. 5.2 Restrictions On Your Use of the Services. You may not do any of the following in connection with  your use of the Services, unless applicable laws or regulations prohibit these restrictions or you  have our written permission to do so: (a) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate,  publish, license, create derivative works from, or offer for sale any information contained  on, or obtained from or through, the Services, except for temporary files that are  automatically cached by your web browser for display purposes, or as otherwise expressly  permitted in these Terms; (b) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any  underlying idea or algorithm), or attempt to do any of the same; (c) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo,  image, or other proprietary notation displayed on or through the Services; (d) use automation software (bots), hacks, modifications (mods) or any other unauthorized  third-party software designed to modify the Services; (e) exploit the Services for any commercial purpose, including without limitation  communicating or facilitating any commercial advertisement or solicitation; (f) access or use the Services in any manner that could disable, overburden, damage, disrupt  or impair the Services or interfere with any other party’s access to or use of the Services or  use any device, software or routine that causes the same; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services,  accounts registered to other users, or the computer systems or networks connected to the  Services; (h) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or  content protections of the Services; (i) use any robot, spider, crawlers, scraper, or other automatic device, process, software or  queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to  monitor, extract, copy or collect information or data from or through the Services, or engage  in any manual process to do the same; (j) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (k) submit, transmit, display, perform, post or store any content that is inaccurate, unlawful,  defamatory, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive  of privacy or publicity rights, harassing, threatening, abusive, inflammatory, harmful,  hateful, cruel or insensitive, deceptive, or otherwise objectionable, use the Services for  illegal, harassing, bullying, unethical or disruptive purposes, or otherwise use the Services  in a manner that is obscene, lewd, lascivious, filthy, excessively violent, harassing, harmful,  hateful, cruel or insensitive, deceptive, threatening, abusive, inflammatory, pornographic,  inciting, organizing, promoting or facilitating violence or criminal or harmful activities,  defamatory, obscene or otherwise objectionable; (l) violate any applicable federal, state, local or international law or regulation in connection  with your access to or use of the Services; or (m) access or use the Services in any way not expressly permitted by these Terms.  5.3 Use of the App. You are responsible for providing the mobile device, wireless service plan,  software, Internet connections and/or other equipment or services that you need to download, install  and use the App. We do not guarantee that the App can be accessed and used on any particular  device or with any particular service plan. We do not guarantee that the App or will be available  in any particular geographic location. As part of the Services and to update you regarding the status  of deliveries, you may receive push notifications, local client notifications, text messages, picture  messages, alerts, emails or other types of messages directly sent to you in connection with the App  (“Push Messages”). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection  with Push Messages. You have control over the Push Messages settings, and can opt in or out of  these Push Messages through the Services or through your mobile device’s operating system (with  the possible exception of infrequent, important service announcements and administrative  messages). Please check with your wireless service provider to determine what fees apply to your  access to and use of the App, including your receipt of Push Messages from the Company. You are  solely responsible for any fee, cost or expense that you incur to download, install and/or use the  App on your mobile device, including for your receipt of Push Messages from the Company. 5.4 Mobile Software from the Apple App Store. The following terms and conditions apply to you only  if you are using the App from the Apple App Store. To the extent the other terms and conditions of  these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this  paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but  solely with respect to your use of the App from the Apple App Store. You acknowledge and agree  that these Terms are solely between you and the Company, not Apple, and that Apple has no  responsibility for the App or content thereof. Your use of the App must comply with the App Store’s  applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any  maintenance and support services with respect to the App. In the event of any failure of the App to  conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase  price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will  have no other warranty obligation whatsoever with respect to the App, and any other claims, losses,  liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be  solely governed by these Terms. You and the Company acknowledge that Apple is not responsible  for addressing any claims of yours or any third party relating to the App or your possession and/or  use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under  consumer protection or similar legislation. You and the Company acknowledge that, in the event  of any third party claim that the App or your possession and use of that App infringes that third  party’s intellectual property rights, the Company, not Apple, will be solely responsible for the  investigation, defense, settlement and discharge of any such intellectual property infringement  claim to the extent required by these Terms. You must comply with applicable third party terms of  agreement when using the App. You and the Company acknowledge and agree that Apple, and  Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the  App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed  to have accepted the right) to enforce these Terms against you as a third party beneficiary thereof. 5.5 Beta Offerings. From time to time, we may, in our sole discretion, include certain test or beta  features or products in the Services (“Beta Offerings”) as we may designate from time to time.  Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an “as  is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption  or loss of data and information from any connected device. You acknowledge and agree that all use  of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content  or data may be affected such that you may be unable to revert back to a prior non-beta version of  the same or similar feature. Additionally, if such reversion is possible, you may not be able to return  or restore data created within the Beta Offering back to the prior non-beta version. If we provide  you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of  your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose,  divulge, display, or otherwise make available any of the Beta Offerings without our prior written  consent.  6. OWNERSHIP  6.1 Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics,  images, logos), proprietary content, information and other materials, are protected under copyright,  trademark and other intellectual property laws. You agree that the Company and/or its licensors  own all right, title and interest in and to the Services (including any and all intellectual property  rights therein) and you agree not to take any action(s) inconsistent with such ownership interests.  We and our licensors reserve all rights in connection with the Services and its content, including,  without limitation, the exclusive right to create derivative works.  6.2 Ownership of Trademarks. The Company’s name, trademarks and logo and all related names, logos,  product and service names, designs and slogans are trademarks of the Company or its affiliates or  licensors. Other names, logos, product and service names, designs and slogans that appear on the  Services are the property of their respective owners, who may or may not be affiliated with,  connected to, or sponsored by us.  6.3 Ownership of Feedback. We welcome feedback, comments and suggestions for improvements to  the Services (“Feedback”). You acknowledge and expressly agree that any contribution of  Feedback does not and will not give or grant you any right, title or interest in the Services or in any  such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without  further notice or compensation to you and without retention by you of any proprietary or other right  or claim. You hereby assign to the Company any and all right, title and interest (including, but not  limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and  any and all other intellectual property right) that you may have in and to any and all Feedback. 6.4 Your Content License Grant. In connection with your use of the Services, you may be able to post,  upload, or submit content to be made available through the Services (“Your Content”). In order  to operate the Service, we must obtain from you certain license rights in Your Content so that  actions we take in operating the Service are not considered legal violations. Accordingly, by using  the Service and uploading Your Content, you grant us a license to access, use, host, cache, store,  reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making  sure content is viewable on smartphones as well as computers and other devices) Your Content but  solely as required to be able to operate and provide the Services. You agree that these rights and  licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as  Your Content is stored with us), and include a right for us to make Your Content available to, and  pass these rights along to, others with whom we have contractual relationships related to the  provision of the Services, solely for the purpose of providing such Services, and to otherwise permit  access to or disclose Your Content to third parties if we determine such access is necessary to  comply with our legal obligations. As part of the foregoing license grant you agree that the other  users of the Services shall have the right to comment on and/or tag Your Content and/or to use,  publish, display, modify or include a copy of Your Content as part of their own use of the Services;  except that the foregoing shall not apply to any of Your Content that you post privately for non public display on the Services. To the fullest extent permitted by applicable law, the Company  reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content  at any time, for any reason, and without notice. By posting or submitting Your Content through the  Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents,  permissions, power and/or authority necessary to grant the rights granted herein for Your Content.  You agree that Your Content will not contain material subject to copyright or other proprietary  rights, unless you have the necessary permission or are otherwise legally entitled to post the  material and to grant us the license described above.  6.5 Notice of Infringement – DMCA (Copyright) Policy. If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded,  downloaded or appearing on the Services have been copied in a way that constitutes copyright  infringement, you may submit a notification to our copyright agent in accordance with 17 USC  512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following  information in writing: (a) identification of the copyrighted work that is claimed to be infringed; (b) identification of the allegedly infringing material that is requested to be removed, including  a description of where it is located on the Service; (c) information for our copyright agent to contact you, such as an address, telephone number  and e-mail address; (d) a statement that you have a good faith belief that the identified, allegedly infringing use is  not authorized by the copyright owners, its agent or the law;  (e) a statement that the information above is accurate, and under penalty of perjury, that you  are the copyright owner or the authorized person to act on behalf of the copyright owner;  and (f) the physical or electronic signature of a person authorized to act on behalf of the owner of  the copyright or of an exclusive right that is allegedly infringed. Notices of copyright infringement claims should be sent by mail to: Sphere Global, Inc, Attn:  Christopher Ries, 1221 S Congress Suite 350 Austin, TX 78704; or by e-mail to It is our policy, in  appropriate circumstances and at our discretion, to disable or terminate the accounts of users who  repeatedly infringe copyrights or intellectual property rights of others. A user of the Services who has uploaded or posted materials identified as infringing as described  above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA.  When we receive a counter-notification, we may reinstate the posts or material in question, in our  sole discretion. To file a counter-notification with us, you must provide a written communication  (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2)  and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent  that content or an activity is not infringing the copyrights of others. 7. THIRD PARTY SERVICES AND MATERIALS 7.1 Use of Third Party Materials in the Services.  (a) Certain Services may display, include or make available content, data, information,  applications or materials from third parties (“Third Party Materials”) or provide links to  certain third party websites. By using the Services, you acknowledge and agree that the  Company is not responsible for examining or evaluating the content, accuracy,  completeness, availability, timeliness, validity, copyright compliance, legality, decency,  quality or any other aspect of such Third Party Materials or websites. We do not warrant or  endorse and do not assume and will not have any liability or responsibility to you or any  other person for any third-party services, Third Party Materials or third-party websites, or  for any other materials, products, or services of third parties. Third Party Materials and  links to other websites are provided solely as a convenience to you.  (b) You acknowledge and agree that third parties may embed a portion of our Services in their  checkout flow, so that you can complete transactions using our technology. You agree that  we are not responsible for the manner in which our technology is embedded or used by  these third parties, and even though they use a portion of our Services, you hereby hold us  harmless from and against any and all claims or losses arising from such use. 8. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION 8.1 Disclaimers. (a) Your access to and use of the Services are at your own risk. You understand and agree that  the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without  limiting the foregoing, to the maximum extent permitted under applicable law, the  Company, its parents, affiliates, related companies, officers, directors, employees, agents,  representatives, partners and licensors (the “Company Entities”) DISCLAIM ALL  WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. The Company Entities make no warranty or representation and  disclaim all responsibility and liability for: (i) the completeness, accuracy, availability,  timeliness, security or reliability of the Services; (ii) any harm to your computer system,  loss of data, or other harm that results from your access to or use of the Services; (iii) the  operation or compatibility with any other application or any particular system or device;  and (iv) whether the Services will meet your requirements or be available on an  uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or  representation not expressly made herein. For the avoidance of doubt, the Company does  not provide investment, tax or legal advice.  (b) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT  ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR  LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME  OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY  NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 8.2 Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT  IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY  KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL,  CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO,  PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR  PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING  OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES),  HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER  THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE  SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR  TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES  HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY  OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR  ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE  OR PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS (SUCH AS THE STATE  OF NEW JERSEY)DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL  OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY  NOT APPLY TO YOU. THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY  DAMAGES FINALLY AWARDED SHALL NOT EXCEED ONE HUNDRED DOLLARS  ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED  REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  8.3 Assumption of Risks.  (a) By using the Services, you represent that you have been, are and will be solely responsible  for conducting your own due diligence into the risks of any Transactions conducted on the  Services and the underlying smart contracts and cryptocurrencies. You acknowledge and  agree that there are risks associated with purchasing and holding cryptocurrency and using  blockchain technology. These include, but are not limited to, risk of losing access to  cryptocurrency due to loss of private key(s), custodial error or purchaser error, risk of  mining or blockchain attacks, risk of hacking and security weaknesses, risk of unfavorable  regulatory intervention in one or more jurisdictions, risk related to token taxation, risk of  personal information disclosure, risk of uninsured losses, volatility risks, and unanticipated  risks. You acknowledge that cryptocurrencies are neither (i) deposits of or guaranteed by a  bank, nor (ii) insured by the FDIC or by any other governmental agency. (b) You also acknowledge that once smart contracts are deployed to the blockchain, they may  not be able to be changed or revised. Any blockchains that the Services may be integrated  with are not owned, controlled or managed by us. Such blockchains may be subject to  attacks, interruptions, or issues that may delay or prevent you from sending or receiving payment or engaging in any transactions. A copy or fork of such blockchains or any security incident involving the blockchains may require the Company to suspend activity.  We expressly disclaim any responsibility or liability for losses resulting from such issues.  (c) The regulatory regime governing blockchain technologies and cryptocurrencies is  uncertain, and new regulations or policies may materially adversely affect your use of the  Services. 8.4 Indemnification. By entering into these Terms and accessing or using the Services, you agree that  you shall defend, indemnify and hold the Company Entities harmless from and against any and all  claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs)  incurred by the Company Entities arising out of or in connection with: (i) your violation or breach  of any term of these Terms or any applicable law or regulation; (ii) your violation of any rights of  any third party; (iii) your misuse of the Services; or (iv) your negligence or wilful misconduct. If  you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or,  at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control  any action or proceeding and to determine whether Company wishes to settle, and if so, on what  terms, and you agree to fully cooperate with Company in the defense or settlement of such claim. 9. ARBITRATION AND CLASS ACTION WAIVER 9.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT  YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT  AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR  MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 9.2 Informal Process First. You and the Company agree that in the event of any dispute between you  and the Company Entities, either party will first contact the other party and make a good faith  sustained effort to resolve the dispute before resorting to more formal means of resolution,  including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Company agree that this dispute resolution procedure  is a condition precedent which must be satisfied before initiating any arbitration against the other  party. 9.3 Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process,  any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the  Company’s services and/or products, including the Services, and any use or access or lack of access  thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim.  You and the Company agree that any Claim will be settled by final and binding arbitration, using  the English language, administered by JAMS under its Comprehensive Arbitration Rules and  Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by  reference into this section, and as of the date of these Terms). Because your contract with the  Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal  Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply  applicable substantive law consistent with the FAA and the applicable statute of limitations or  condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with  the JAMS Rules. Judgment on the arbitration award may be entered in any court that has  jurisdiction. Any arbitration under these Terms will take place on an individual basis – class  arbitrations and class actions are not permitted. You understand that by agreeing to these  Terms, you and the Company are each waiving the right to trial by jury or to participate in  a class action or class arbitration. 9.4 Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types  of disputes will be resolved in a court of proper jurisdiction:  (a) Disputes or claims within the jurisdiction of a small claims court consistent with the  jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an  individual dispute and not as a class, representative, or consolidated action or proceeding; (b) Disputes or claims where the sole form of relief sought is injunctive relief (including public  injunctive relief); or  (c) Intellectual property disputes. 9.5 Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will  be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses  owed by you under those rules would be prohibitively more expensive than a court proceeding, the  Company will pay the amount of any such costs and expenses that the arbitrator determines are  necessary to prevent the arbitration from being prohibitively more expensive than a court  proceeding (subject to possible reimbursement as set forth below).  Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that  either the substance of your claim or the relief sought in the demand is frivolous or brought for an  improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)),  then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to  reimburse the Company for all monies previously disbursed by it that are otherwise your obligation  to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that  is less than the last written settlement amount offered by the Company before the arbitrator was  appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make  rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time  during the proceeding and upon request from either party made within fourteen (14) days of the  arbitrator’s ruling on the merits. 9.6 Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set  forth in these Terms by sending written notice of your decision to opt-out to The notice must be sent to the Company within thirty (30) days of  your first registering to use the Services or agreeing to these Terms; otherwise you shall be  bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt  out of only the arbitration provisions, and not also the class action waiver, the class action  waiver still applies. You may not opt out of only the class action waiver and not also the  arbitration provisions. If you opt-out of these arbitration provisions, the Company also will  not be bound by them. 9.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE  COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE,  CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE  RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS  (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR  REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE  COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR  CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY  WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE  DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR  MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.  FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT  CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT  MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE  AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO  THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS  CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE,  THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’  AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH  PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A  CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH  ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE  ATTORNEY GENERAL, OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE  BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION. 10. ADDITIONAL PROVISIONS 10.1 Termination of License and Your Account. If you breach any of the provisions of these Terms, all  licenses granted by the Company will terminate automatically. Additionally, the Company may  suspend, disable, or delete your Account with or without notice, for any or no reason. If the  Company deletes your Account for any suspected breach of these Terms by you, you are prohibited  from re-registering for the Services under a different name. All sections which by their nature  should survive the termination of these Terms shall continue in full force and effect subsequent to  and notwithstanding any termination of these Terms by the Company or you. Termination will not  limit any of the Company’s other rights or remedies at law or in equity.  10.2 Service Changes and Suspensions. We reserve the right to withdraw, modify, alter, update or amend  the Services (including any aspect, feature, functionality or other element thereof) in our sole  discretion without notice. Additionally, the Services may, as applicable, be delayed, restricted,  forfeited, or ultimately unavailable due to certain laws and regulations governing our Services as  well as certain circumstances and conditions associated with your use of the Services. We will not  be liable if for any reason all or any part of the Services is unavailable at any time or for any period.  From time to time, we may restrict access to some parts of the Services, or the entire Services, to  users. 10.3 Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the  Company for which monetary damages would not be an adequate remedy and the Company shall  be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a  bond, other security or proof of damages. 10.4 California Residents. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3,  you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services  of the California Department of Consumer Affairs by contacting them in writing at 1625 North  Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210. 10.5 Export Laws. You agree that you will not export or re-export, directly or indirectly, the Services  and/or other information or materials provided by the Company hereunder, to any country for which  the United States or any other relevant jurisdiction requires any export license or other  governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (i) into any U.S.  embargoed countries or any country that has been designated by the U.S. Government as a “terrorist  supporting” country, or (ii) to anyone listed on any U.S. Government list of prohibited or restricted  parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S.  Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent  and warrant that you are not located in any such country or on any such list. You are responsible  for and hereby agree to comply at your sole expense with all applicable United States export laws  and regulations. 10.6 Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under  or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations  under these Terms or in providing the Services, when and to the extent such failure or delay is  caused by or results from any events beyond our ability to control, including acts of God; flood,  fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war  is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or  action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial  disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown  or shortage of adequate power or electricity, and other similar events beyond our control. 10.7 Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason  unenforceable, then that provision shall be deemed severable from these Terms and shall not affect  the validity and enforceability of any remaining provisions. These Terms and the licenses granted  hereunder may be assigned by the Company but may not be assigned by you without the prior  express written consent of the Company. No waiver by either party of any breach or default  hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The  section headings used herein are for reference only and shall not be read to have any legal effect.  The Services are operated by us in the United States. Those who choose to access the Services from  locations outside the United States do so at their own initiative and are responsible for compliance  with applicable local laws. These Terms are governed by the laws of the State of Texas, without  regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to  any of the same will be the arbitration venue set forth in Section 9, or if arbitration does not apply,  then the state and federal courts located in Austin, Texas.  10.8 How to Contact Us. You may contact us regarding the Services or these Terms by e-mail at