Jovay Terms of Service

Version Number: 1.00

Last Updated: 25 September 2025

IMPORTANT NOTICE: BY ACCESSING, INTERACTING WITH OR USING ANY OF THE SERVICES, YOU AGREE THAT YOU ARE ABLE TO ENTER INTO A BINDING AGREEMENT AND, AS SUCH, HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN SECTION 12. IF YOU DO NOT AGREE TO ANY PART OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO INTERACT WITH, ACCESS OR USE ANY SERVICE, INTERFACE OR FEATURE.

Jovay is a layer 2 protocol that integrates both trusted execution environment (TEE) rollup and zero-knowledge (ZK) rollup (“Jovay”) that operates on the Ethereum blockchain. Jovay Labs Company Limited (“Jovay Labs,” “we,” “us,” or “our”) makes available certain blockchain protocol, software, and technology services (which, together with the technology services described in section 1 and elsewhere in this Agreement, are collectively referred to herein as the “Services”) that enable users and developers to access and interact with Jovay and related resources, tools, and applications. The Services may be accessed via https://jovay.io (“Site”), developer application programming interfaces (“APIs”), command-line tools, software development kits (“SDKs”), graphical user interfaces, and other electronic platforms or integration methods.

The Services enable users to (whether by itself or with the assistance of third party service providers), among other things: (i) submit, broadcast, and confirm transactions on Jovay; (ii) deploy, call, and interact with smart contracts hosted on the Jovay network; (iii) bridge Digital Assets between Ethereum, Jovay, and other supported networks using Jovay Bridge; (iv) leverage developer tooling, including artificial intelligence-assisted contract auditing, simulation, and optimization functions; and (v) perform other blockchain-based activities supported by the Protocol as we may make available from time to time.

These Terms of Service (“Terms,” “Terms of Service,” or “Agreement”) constitute a legally binding contract between you (or the person you represent) (“you” or “your”) and us that governs your access to and use of the Services.

By (i) using the Services or the Site; (ii) clicking a button, ticking a checkbox or using any other method to accept or agree to this Agreement where that option is made available; and/or (iii) clicking a button or taking any other action to use or access any of the Services (the earliest date on which any of the aforementioned events occurs being the “Effective Date”), you (a) accept and agree to this Agreement and any additional terms that apply to certain additional services, rules, and conditions of participation published by us from time to time and (b) consent to the collection, use, disclosure, and other handling of information as described in our Privacy Policy. It is the intention of the parties that acceptance of this Agreement shall be deemed to be as valid as an original and duly authorized signature and/or company seal/chop (as applicable) being applied to this Agreement.

By using the Services, you irrevocably acknowledge and agree that we are merely a technology services provider and do not operate as a bank, broker, custodian, investment adviser, fiduciary or other financial or other intermediary. Any interaction with Jovay is executed by you or by smart contracts or applications you authorize. We do not have control over, or responsibility for, Digital Assets, smart contracts, or other blockchain-based systems you may use in connection with the Services, and we do not guarantee the availability, security, or functionality of any third party software, hardware, networks, or resources.

You acknowledge that use of the Services involves inherent technological and operational risks, including potential vulnerabilities in smart contracts, variability in transaction processing times, and the possibility of Protocol upgrades or changes in proof systems, including migration from trusted execution environments (“TEEs”) to zero-knowledge proofs (“ZKPs”). You are solely responsible for evaluating these risks before engaging in any activity through or relating to the Services.

We provide technology and infrastructure services only. We do not make any representation, warranty, or guarantee regarding the suitability of any Digital Assets or application accessible through the Protocol. Nothing in this Agreement constitutes, or should be construed as, financial, investment, legal, or other professional advice.

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 14 for definitions of certain capitalized and other terms used in this Agreement.

1 Description of the Services

1.1 Site

We operate a website (the Site) and graphical user display that renders information about functions and performance of the Services. You understand that the information displayed on the Site is stored and publicly available on the internet. We provide the Site only for your convenience, do not have control over any Third Party Content appearing therein, and do not warrant or endorse, nor bear responsibility for the availability or legitimacy of, the content on or accessible from the Site. When viewing the Site, you should assume that we have not verified the safety or legitimacy of, any content, resources, interactive features, or links appearing on the Site. It is your responsibility to ensure that you fully understand the nature of any links or other interactive features that you may be able to access on the Site, including any financial and other risks that you may be exposed to when interacting with Third Party Services. The Site may include additional functions or features as they are developed from time to time.

1.2 Jovay and Jovay Bridge

Jovay includes protocol smart contracts that allow you to “bridge” (i.e., lock assets on one blockchain protocol and replicate them on another protocol) Digital Assets between Jovay, Ethereum and/or other blockchains (“Jovay Bridge”).

In addition to the Jovay Bridge, there are other cross-chain solutions available on Jovay which are operated through the use of certain open source software such as [Chainlink Cross-Chain Interoperability Protocol (“CCIP”)]. The CCIP bridge is a set of smart contracts deployed to Jovay which are not controlled by Jovay or Jovay Labs. For the avoidance of doubt, the CCIP bridge is not part of the Services.

We do not control what third parties may build on Jovay, the activity of such parties, any user transacting on Jovay, or any data stored on Jovay itself, and we do not take possession, custody, or control over any virtual currency or other Digital Asset on Jovay or Jovay Bridge, unless expressly stated in a written contract signed by Jovay Labs. You acknowledge and agree that we make no representations or warranties with respect to Jovay Bridge, and that, if you use Jovay Bridge, you do so at your own risk.

1.3 Interface and Protocol

The Jovay web interface (“Interface”) facilitates your ability to access Jovay. The protocol is public, permissionless, and operates through open-source, self-executing smart contracts deployed on the Ethereum blockchain (“Protocol”). The Interface is distinct from the Protocol. The Interface provides one, but not the exclusive, means of accessing the Protocol. The Protocol enables users to perform various activities, including processing Ethereum transactions with the objective of improved efficiency, bridging Digital Assets across supported networks, and interacting with smart contract-based applications (“dApps”). The Interface, on the other hand, enables you to submit messages and transactions to the Protocol, such as bridging Digital Assets between Ethereum, Jovay, and other supported blockchains.

2 Using the Services

2.1 Accessing the Services

To access the Services, Protocol, Interface or Jovay Bridge you may be required to connect a compatible Wallet, which also enables access to the Interface by constructing and broadcasting the transactions that allow you to interact with the Protocol. Your relationship with any given Wallet provider is governed solely by the applicable terms of that Wallet provider, not this Agreement. No Wallet is created, operated, maintained, or otherwise controlled by us, and we do not have custody or control over the contents of your Wallet, including your Digital Assets and private key. We cannot retrieve, freeze, or transfer the contents of your Wallet.

You are responsible for maintaining the confidentiality of any private key associated with your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of any Wallet, and make no representations and warranties regarding how the Services, Protocol, Interface, or Jovay Bridge will operate or be compatible with any specific Wallet. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from being able to use or engage in transactions from using the Services.

You hereby unconditionally and irrevocably grant us a limited, non-exclusive, worldwide, royalty free license to use Your Content for the purpose of providing or operating the Services for so long as we provide or operate the Services.

2.2 License to the Services

Subject to this Agreement, we grant you a limited license to access and use the Services solely as described in this Agreement. Unless otherwise specified in a separate license, your right to use any and all Services is subject to this Agreement. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by this Agreement. To use any parts of the contents of the Services other than for personal and non-commercial use, you must seek our permission in writing. We reserve the right to refuse permission without providing any reasons. You acknowledge and agree that nothing set forth in this Agreement shall be construed as a sale, assignment or transfer from (i) us or any of our Affiliates to (ii) you or any of your Affiliates of any ownership interests or rights in or to the Services or any intellectual property rights.

The Services are intended for your internal use only. The rights granted to you in this Agreement are subject to the following restrictions:

(a)  you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Services or any portion of the Services or Jovay;

(b)  you shall not frame or use framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Jovay, Jovay Bridge or Jovay Labs;

(c)  you shall not use any metatags or other “hidden text” using Jovay’s or Jovay Bridge’s name or trademarks;

(d)  you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law;

(e)  you shall not use any manual or automated software, devices, or other processes (including spiders, robots, scrapers, crawlers, avatars, and data mining tools) to “scrape” or download data from any web pages relating to Jovay or Jovay Bridge (provided that we may grant the operators of public search engines revocable permission to use spiders to copy materials relating to Jovay or Jovay Bridge to create publicly available searchable indices of the materials);

(f)  except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means

(g)  you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; and

(h)  any future release, update, or other addition to the Services shall be subject to this Agreement.

We, our suppliers and service providers reserve all rights not granted in this section. Any unauthorized use of the Services may result in the immediate termination of any and all licenses, consents or permissions granted pursuant to this Agreement.

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.

2.3 Eligibility

To be eligible to use the Services, you must:

(a)  be a person with 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 designated on any list of prohibited or restricted parties, including 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; and

(e)  not be a person who is located, a citizen of, or a resident of a country, jurisdiction or region subject to sanctions by United Nations, the U.S. Government, the European Union or its member states, the United Kingdom, People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China or other applicable government authority;

In addition, certain Services may not be available in certain other regions or jurisdictions, as determined by us from time to time in our sole and absolute discretion.

3 Changes

3.1 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 Site or public communication channels.

3.2 To this Agreement

We reserve the right, at our sole and absolute discretion, to modify or replace any part of this Agreement or our Privacy Policy 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 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.

4 Your Responsibilities

4.1 Use of the Services

For any Services provided by Jovay Labs, whether accessed via our Site, developer APIs, SDKs, graphical interfaces, or other integration methods, and except to the extent caused by our breach of this Agreement:

(a)  you are responsible for all activities that occur through your use of the Services, whether undertaken by you, your employees, contractors, agents, or any third party acting on your behalf;

(b)  you will ensure that your use of the Services does not violate any applicable law; and

(c)  Jovay Labs and its Affiliates are not responsible for unauthorized access to or misuse of the Services, including any unauthorized use of your blockchain addresses, Wallet credentials, API keys, or other integration credentials, whether resulting from fraud, phishing, social engineering, malware, or any other malicious activity perpetrated by third parties.

4.2 Security and Configuration

You are solely responsible for properly configuring and using the Services, including integrating with the Protocol in a secure manner, and for taking appropriate measures to secure, protect, and back up any information, credentials, private keys, smart contract code, or configuration files you use in connection with the Services. Jovay Labs does not store or have access to your private keys, Wallet credentials, or other authentication mechanisms used to interact with the Protocol. You are solely responsible for maintaining the security of such credentials and any associated blockchain accounts.

4.3 Interaction with Blockchain Protocols and Smart Contracts

The Services may enable you to interact with Jovay, Jovay Bridge and other blockchain protocols, including by deploying or interacting with smart contracts, transferring assets, bridging assets to or from other chains, or engaging with decentralized applications. You are solely responsible for:

(a)  ensuring that any smart contract code you deploy or interact with is secure, functional, and compliant with applicable laws;

(b)  validating and approving any blockchain transactions you sign; and

(c)  understanding and accepting the risks associated with interacting with blockchain protocols, including irreversible transactions, potential vulnerabilities in smart contract code, and loss of access to assets due to misconfiguration or error. Jovay Labs does not execute transactions on your behalf and has no custody or control over your assets or private keys.

4.4 Your Representations and Warranties

By using the Services, you represent and warrant to us:

(a)  that you understand the risks associated with using the Services, that you are not prohibited or restricted from accessing the Site or using the Services by section 2.4 of this Agreement, 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 Site or the Services;

(b)  that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding this Agreement and the Services;

(c)  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, 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;

(d)  that you have not (i) violated; (ii) been fined, debarred, sanctioned, been 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;

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

(f)  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 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;

(g)  that you acknowledge and agree that any instructions received or undertaken through the Site with your login credentials 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 used by you to deliver instructions and that we may act upon those instructions without any liability or responsibility attaching to us;

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

(i)  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;

(j)  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;

(k)  that if you are acting on behalf of a DAO or other person, whether or not such person is formally incorporated, you represent and warrant that you have all right and authority necessary to act on behalf of such person;

(l)  that none of (i) you; (ii) any Affiliate of any person on behalf of which you are using the Services; (iii) any other person having a beneficial interest in any person on behalf of which you are using the Services; or (iv) any person for whom you are acting as an agent or nominee in connection with the Services, is a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure;

(m)  that there is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using Digital Asset trading or blockchain technology related activities;

(n)  that you have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or Digital Asset-related activities, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to any Digital Assets; and

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

You acknowledge that Jovay Labs relies upon these representations and warranties as a condition to providing the Services and that, without them, Jovay Labs would not make the Services available to you.

5 User Conduct

You agree that you are solely responsible for your conduct in connection with the Services. You agree that you will abide by this Agreement and will not (and will not attempt to):

(a)  provide false or misleading information to Jovay, Jovay Bridge or Jovay Labs;

(b)  use or attempt to use another user’s Wallet;

(c)  impersonate another person;

(d)  use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

(e)  develop, use, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services;

(f) bypass or circumvent measures employed to prevent or limit access to any feature, function, area, or code of the Services;

(g)  bypass or ignore instructions that control all access to the Services;

(h)  use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement;

(i)  carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including money laundering, terrorist financing, or deliberately engaging in activities designed to adversely affect the performance of the Services;

(j)  engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering,” fraudulent, deceptive, or manipulative trading activities;

(k)  use the Services to carry out any financial activities subject to registration or licensing, including using the Services to issue or transact in securities, Digital Assets, debt financings, equity financings, or other similar transactions except in strict compliance with all applicable laws; or

(l)  attempt to access any Wallet that you do not have the legal authority to access.

6 Disclaimers and Risks

6.1 Disclaimers

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, 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.

6.2 Risks

THE SERVICES RELY ON EMERGING TECHNOLOGIES, INCLUDING BLOCKCHAIN AND DISTRIBUTED LEDGER TECHNOLOGY. BY USING THE SERVICES, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THE RISKS INHERENT IN INTERACTING WITH DECENTRALIZED PROTOCOLS, INCLUDING THE JOVAY NETWORK. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, INCLUDING THE RISKS ARISING FROM PROTOCOL UPGRADES, SMART CONTRACT INTERACTIONS, AND CROSS-CHAIN ASSET TRANSFERS.

IN PARTICULAR, YOU UNDERSTAND AND ACCEPT THAT:

(a)  WE DO NOT CONTROL THE ETHEREUM BLOCKCHAIN OR ANY OTHER UNDERLYING NETWORKS THAT THE PROTOCOL INTERACTS WITH, NOR DO WE CONTROL SMART CONTRACTS OR APPLICATIONS DEPLOYED BY THIRD PARTIES ON THE JOVAY NETWORK.

(b)  BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS, INCLUDING THE POSSIBILITY OF LOSSES RESULTING FROM PROTOCOL BUGS, SECURITY VULNERABILITIES, MISCONFIGURED SMART CONTRACTS, OR VIOLATION OF PROTOCOL RULES.

(c)  TRANSACTIONS ON BLOCKCHAINS ARE IRREVERSIBLE, AND ERRORS (INCLUDING SENDING ASSETS TO INCORRECT ADDRESSES OR INTERACTING WITH MALICIOUS CONTRACTS) MAY RESULT IN PERMANENT LOSS.

(d)  THE COST AND SPEED OF TRANSACTIONS ON BLOCKCHAIN-BASED SYSTEMS CAN VARY AND MAY INCREASE DRAMATICALLY AT ANY TIME, AND SUCH FACTORS ARE OUTSIDE OUR CONTROL.

(e)  PROTOCOL UPGRADES (INCLUDING CHANGES IN PROOF SYSTEMS OR CONSENSUS MECHANISMS) MAY INTRODUCE BUGS OR SECURITY VULNERABILITIES THAT CAN AFFECT FUNCTIONALITY OR LEAD TO LOSS OF FUNDS OR DATA.

(f)  USE OF BRIDGING SERVICES AND RWA TOKENIZATION FEATURES INVOLVES ADDITIONAL RISKS, INCLUDING CROSS-CHAIN ATTACKS, BRIDGE CONTRACT EXPLOITS, AND CHANGES IN LEGAL OR REGULATORY TREATMENT OF TOKENIZATION AND DIGITAL ASSETS.

WE MAY PROVIDE ACCESS TO FEATURES OR SERVICES IN “BETA” OR PRE-RELEASE FORM, WHICH MAY HAVE BUGS OR ERRORS, MAY BE INCOMPLETE, MAY CHANGE PRIOR TO FULL RELEASE, OR MAY NEVER BE RELEASED COMMERCIALLY.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND MANAGING ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES. WE DO NOT GUARANTEE THE LEGITIMACY, SAFETY, OR SUITABILITY OF ANY THIRD-PARTY APPLICATION, CONTRACT, OR DIGITAL ASSET THAT MAY INTERACT WITH THE JOVAY NETWORK. WE ARE NOT RESPONSIBLE FOR, AND WILL NOT BE LIABLE FOR, ANY LOSSES RESULTING FROM YOUR ENGAGEMENT WITH THIRD PARTIES, INCLUDING DEVELOPERS, DIGITAL ASSET ISSUERS, OR OTHER USERS OF THE PROTOCOL.

6.3 Bridging and Cross-Chain Risks

When you use Jovay Bridge to transfer Digital Assets between Ethereum, Jovay, and/or other supported networks, you acknowledge and agree that:

(a)  cross-chain transactions rely on multiple independent networks, any of which may fail, be congested, be attacked, or otherwise malfunction;

(b)  bridge smart contracts and associated infrastructure may be exploited by malicious actors, resulting in loss of assets;

(c)  differences in protocol rules, consensus mechanisms, or transaction finality between chains may cause delays, reversions, or incompatibility;

(d)  bridged assets may not have the same legal, economic, or technical characteristics as their original form, and may be subject to additional regulatory or compliance obligations in one or more jurisdictions; and

(e)  we do not custody, control, or guarantee the redemption or availability of bridged assets, and are not responsible for any Loss, delay, or failure in cross-chain transfers, regardless of cause.

6.4 Third Party Services and Content

The Services may provide access to services, sites, technology, applications, informational content, products and resources that are provided or otherwise made available by third parties (“Third Party Content” and “Third Party Services”). Your access and use of Third Party Content and Third Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. 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 from ours, and it is your responsibility to understand how those service providers use any of your information under their policies.

We have no control over and are not responsible for such Third Party Content or Third Party Services, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through them, or for the privacy practices of such third parties. We do not verify, curate, or control Third Party Content, and 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 under the law in your jurisdiction. We encourage you to review the privacy policies of Third Party Services prior to using such services. You, and not us, will be responsible for any and all costs and charges associated with your use of any Third Party Services. The integration or inclusion of such Third Party Services does not imply an endorsement or recommendation. We do not guarantee, endorse, or recommend such content or services for any particular purpose. You access, rely upon, or use any Third Party Content or Third Party Services at your own risk.

Any dealings you have with third parties while using the Services, including if a Third Party Service may have infringed your intellectual property rights, are between you and that third party. You acknowledge and agree that (i) we shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access any Third Party Services; and (ii) we shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person relating to any Losses, delays, failures, errors, interruptions, or loss of data occurring directly or indirectly by reason of Third Party Services or any other circumstances beyond our control, including the failure of any Third Party Service. 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 form of advice. For the avoidance of doubt, any links, frames, in-app browsers or other connectivity to Third Party Services (including decentralized exchanges and decentralized applications) are provided solely for your convenience, information, and reference only. They do not constitute and shall not be regarded or construed as constituting any offer, solicitation, recommendation, endorsement or advice by us to acquire, dispose of, subscribe for, underwrite, or otherwise deal in any Digital Assets or other assets, investments, instruments, products, or services. We do not arrange, negotiate, intermediate, execute, or clear transactions for you, and we do not provide investment, financial, legal, tax, or other advice. You must make your own independent decisions and obtain your own professional advice as you consider appropriate.

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.

THE RISK DISCLOSURES ABOVE ARE NOT EXHAUSTIVE. YOU MUST CONDUCT YOUR OWN DUE DILIGENCE AND SEEK PROFESSIONAL ADVICE TO DETERMINE WHETHER YOUR USE OF THE SERVICES IS APPROPRIATE FOR YOUR PARTICULAR SITUATION.

7 Limitation of Liability

7.1 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. 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.

7.2 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.

8 Indemnification and Release

8.1 General Indemnification

You agree to defend, indemnify, and hold harmless Jovay Labs Company Limited, its Affiliates, and each of their respective officers, directors, employees, service providers, licensors, and agents (collectively, the “Jovay Parties”) from and against any and all Losses arising out of or relating to: (a) your access to or use of the Services, Jovay or Jovay Bridge; (b) any content, data, code, or materials you develop, deploy, or otherwise make available through the Services, Jovay or Jovay Bridge; (c) your violation of this Agreement or of any applicable law or regulation; or (d) your infringement or misappropriation of the rights of any other person.

We will provide you with prompt notice of any claim subject to indemnification under this section. We reserve the right, at our sole discretion, to assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of any such claim. You may not settle or compromise any claim against the Jovay Parties without our prior written consent.

You expressly acknowledge and agree that you assume all risks associated with your access to and use of the Services, including your interaction with Jovay or Jovay Bridge. To the maximum extent permitted by law, you hereby irrevocably waive and release the Jovay Parties from any and all liability, claims, causes of action, or damages of any kind or nature, whether known or unknown, arising out of or in any way connected with your use of the Services, Jovay or Jovay Bridge.

If you are a resident of a jurisdiction where there are protections by statute, regulation or common law doctrine that may limit the scope of a general release to include only those claims known or suspected to exist at the time of the release, you hereby expressly waive the applicability of such provisions.

8.2 Intellectual Property

You will defend the Jovay Parties 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 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 Fees and Taxes

9.1 Gas Fees

We currently do not charge any service or subscription fees for the use of the Services. Currently, the only fees payable in connection with your use of the Services are network or protocol transaction fees (commonly referred to as “gas fees”), which are set, collected and retained by the relevant blockchain network and not by us. You are solely responsible for paying any gas fees that may apply to your transactions.

9.2 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 of taxes unless otherwise noted. We reserve the right to withhold taxes where required.

10 Temporary Suspension; Limiting API Requests

10.1 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;

(c)  you are in breach of your payment obligations under this Agreement for 30 days or longer; or

(d)  you have ceased to operate in the ordinary course or have become subject to a User Insolvency Event.

10.2 Effect of Suspension

If we suspend your access to or use of any portion or all of the Services:

(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.

10.3 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 on the Site or the Interface. Further, excessive API Requests, as determined by us in our sole and absolute discretion, may result in the temporary or permanent suspension of your use of the applicable Service. We are not required but will endeavor, when reasonable, to warn a user prior to suspension.

11 Term and Termination

11.1 Term

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).

11.2 Termination

(a) Termination for Convenience

You may terminate this Agreement for any reason by ceasing use of the Services.

(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 10, (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.

11.3 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.

12 Governing Law, Binding Arbitration and Class Action Waiver

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

12.1 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.

12.2 Agreement to Submit to Arbitration

To the extent permitted by law, you agree to waive your rights to any jury trial and to have 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 info@jovay.io. The Notice must:

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

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

(c)  state the specific relief sought.

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 this 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)  this section is governed by 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 one (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;

(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

(f)  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 (1) 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 this 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 this 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.

13 Miscellaneous

13.1 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 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.

13.2 DAOs

We may interact with and provide certain Services to DAOs. Due to the unique nature of DAOs, when a DAO votes in favor of and/or accepts such Services from us, the DAO shall be deemed to have acknowledged and agreed to this Agreement in its entirety.

13.3 Entire Agreement

This Agreement is the entire agreement between you and us regarding the subject matter of this Agreement.

13.4 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.

13.5 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 sanctions by United Nations, the U.S. Government, the European Union or its member states, the United Kingdom, People’s Republic of China, the Hong Kong Special Administrative Region of the People’s Republic of China or other applicable government authority.

13.6 Independent Contractors; Non-Exclusive Rights

You and we 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.

13.7 Age

If you are under the age of majority in your jurisdiction of residence, you may use the Site or Services only with the consent of or under the supervision of your parent or legal guardian.

NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access the Site or Services, you agree to these Agreement of Service on behalf of your minor. You are responsible for exercising supervision over your minor’s online activities. If you do not agree to these Agreement of Service, do not let your minor use the Site or Services.

13.8 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 this Agreement will control if there is any conflict.

13.9 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 Site; (ii) posting the notice in the Interface; or (iii) using public communication channels. Notices we provide by posting on the Site or using public communication channels will be effective upon posting.

(b) To Us

To give us notice under this Agreement, you must contact us by email at info@jovay.io.

13.10 No Third Party Beneficiaries

Except as otherwise set forth herein, this Agreement does not create any third party beneficiary rights in any person 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 Agreement.

13.11 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.

13.12 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 give effect to the 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 this 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.

13.13 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:

(a)  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b)  a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c)  a description of where the material that you claim is infringing is located with respect to the Services;

(d)  your address, telephone number, and email address;

(e)  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

(f)  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: info@jovay.io

Subject Line: Copyright Notification

Attention: Copyright - Jovay

13.14 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.

13.15 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.

14 Definitions

“Affiliates” means, in relation to a Person, a direct or indirect subsidiary of that Person, a holding company of that Person, and any other subsidiary of that holding company.

“API” means an application program interface.

“applicable law” or “law” means common law, principles of equity and laws made by a government, including regulations, rules, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law).

“Bridge” or “Bridging” means a functionality that enables transfer of Digital Assets between the Jovay network and other supported blockchain networks.

“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;

(c)  unit of account, a store of economic value or medium of exchange that is in digital or electronic form; or

(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”, “tokenized asset”, “memecoin”, “non-fungible token” (or any similar or analogous concept or thing, in each case however named or described).

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

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

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

“Privacy Policy” means the privacy policy that describes how we collect, use, disclose, store and protect your personal data when you access or use the Services, your rights regarding such data, and other related privacy practices, as updated from time to time and available on the Site.

“Services” means the Services, our content, any other product or service provided by us under this Agreement and any trademarks, service marks, service or trade names, logos, other designations associated with the Services. For the avoidance of doubt, 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 11.1.

“Termination Date” means the effective date of termination provided in accordance with section 11.2.

“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.

“Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Assets, including your Wallet address, Digital Assets balance, and cryptographic keys.

“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.

15 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.