By using the Services (as defined herein), you acknowledge and agree that the Services are offered exclusively through a bot on the Telegram application, which is a Third-Party Service (as defined herein) offered by Telegram Messenger Inc. (“Telegram”). Telegram controls the front end through which you access and use the Service. You are subject to additional terms for your use of Telegram, which can be accessed on Telegram at https://telegram.org/tos and https://telegram.org/tos/bots. As further detailed below, you acknowledge that Xanthos Limited (“the Company,” “we,” “us,” or “our”) is not responsible for any matters, issues, complaints or disputes arising out of your use of the Telegram application, including your access to the Services through the Telegram application, and that any recourse you may have with respect thereto would be to Telegram or another Third-Party Service, as applicable. 

These Terms of Use (as may be amended from time to time, these "Terms") explain the terms and conditions which govern your use of, and access to our bot, Raidar, on Telegram (the “Services”), but exclude any third-party materials, technology, or applications. Our collection, use, and disclosure of personal data in connection with the Services are described in our Privacy Policy, as may be updated from time to time. By using the Services, you acknowledge that you have read and understood our Privacy Policy.

All access to the Services is subject to these Terms. By accessing or otherwise using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not accept the terms and conditions of these Terms, you will not access, browse, or otherwise use the Services.

The Company reserves the right, in its sole discretion, to change or modify portions of these Terms at any time. The Company will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. Your continued access and use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms, so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you will not access, browse, or use (or continue to access, browse, or use) the  Services.

PLEASE BE AWARE THAT THESE TERMS INCLUDE AN AGREEMENT TO ARBITRATE, WHICH PROVIDES THAT EITHER PARTY MAY ELECT, WITH LIMITED EXCEPTIONS, TO REFER ANY DISPUTE BETWEEN YOU AND US TO ARBITRATION. THESE TERMS ALSO CONTAIN A CLASS ACTION AND JURY TRIAL WAIVER.

1. USE OF THE SERVICES 

1. Eligibility. In order to be eligible to access and use the Services, you represent and warrant that: 

   1. You are at least eighteen (18) years old at the time of entry and capable of forming a binding legal relationship with the Company.

   2. You have the requisite capacity, power, and authority to accept these Terms and to carry out and perform your obligations under these Terms. These Terms constitute a legal, valid, and binding obligation enforceable against you in accordance with these Terms. 

   3. You are not and must not be under any sanctions imposed or enforced by any national or international authority, nor should you be listed on any roster of prohibited or restricted entities, inclusive of, but not limited to, those maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, or any other pertinent governmental authority. Furthermore, you must neither be a citizen nor domiciled within any nation or region subjected to comprehensive sanctions by the United States’ Office of Foreign Assets Control (“OFAC”), including, but not limited to Cuba, Democratic People’s Republic of Korea, Iran, Syria, or the Russian-occupied regions of Ukraine including Crimea, Donetsk, and Luhansk.

2. PROHIBITED ACTIVITY

You agree to use the Services for its intended purpose and will not engage in, or attempt to engage in: (i) using the Services in any manner not expressly permitted by these Terms or any applicable agreement between you and the Company, including any commercial use not authorized by the Company; (ii) hacking, gaining unauthorized access or introducing any kind of malicious code to the Services; (iii) reverse engineering or decompiling (whether whole or in part) any software available through the Services; (iv) making copies, modify, reproduce, transmit, alter or distribute all or any part of the Services or any material information contained in the Services; (v) allowing restricted persons to use a virtual private network (e.g., a VPN) or other means to inappropriately/evasively access the Services; (vi) offering illegal or controlled products or services including, without limitation, firearms, explosives, dangerous materials, drugs, pornography, illegal gambling, human trafficking, wildlife trade, products and services derived from endangered or threatened species, or other activities which may be considered illegal, dangerous or harmful; (vii) exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (viii) using the Services or data contained therein to train any artificial intelligence model, (ix) using the Services for the benefit of any third-party or in any manner not permitted by these Terms; (x) using the Services for any purpose that is unlawful; (xi) using the Services in any manner that disrupts its operation; or (xii) using the Services in any manner that violates, or is intended to circumvent, the terms of service, acceptable use policies, or anti-spam / anti-manipulation policies of any third-party platform, including without limitation X (Twitter) and Telegram, or that would reasonably be considered coordinated inauthentic behavior or platform manipulation.

3. THIRD PARTY SERVICES AND CONTENT

By using the Services, you acknowledge that you may be using the resources, including products, services or content and links of one or more third parties (collectively, “Third Party Service(s)”). Third Party Services are provided for your convenience only and the availability of Third Party Services does not constitute an endorsement by the Company of the same. Third Party Services are not under the Company’s control and, as such, the Company provides no guarantees of any kind with respect to Third Party Service technologies, or their quality, accuracy, uptime, availability, or the results of using the same, even if you access these Third Party Service technologies by using our Services. Any proprietary right or interest to any Third Party Service and any content provided therein belongs to that third party provider subject to any right or license you may hold to such Third Party Service. If you decide to access or use a Third Party Service, your activity is governed by the Third Party Service’s terms and conditions, not by those of the Company.

The Services may also integrate with or rely on certain Third Party Services operated by X Corp. (formerly Twitter) (“X”) in order to retrieve, display, or verify content, engagement metrics, or other information relating to raids or social-media activity. X controls its own platform, interfaces, and application programming interfaces (“APIs”), and your use of X is subject to X’s own terms of service, rules, and policies, which are separate from these Terms. The Company does not control and is not responsible or liable for any actions or omissions of X, including without limitation any account suspensions or limitations, enforcement actions, API changes or deprecations, rate limits, content removals, or other decisions made by X. You are solely responsible for ensuring that your use of the Services, including participation in any raids or related activities, complies with X’s terms and policies.

Integration with X (Twitter). To enable you to trigger X (Twitter) interactions from within Telegram when using the Services, you must link your X (Twitter) account. By doing so, you acknowledge and agree that the Company will store the authentication token for your linked X (Twitter) account. This token is stored and used solely for the purpose of enabling the Services to function by facilitating your requested social media interactions.

Without limiting the foregoing, you acknowledge that your use of the Services may result in enforcement actions, suspensions, or other measures taken by Third Party Services, including without limitation social-media platforms such as Telegram and other similar services, and that the Company has no control over and shall have no responsibility or liability for any such actions. You are solely responsible for complying with the terms and policies of any Third Party Services that you use.

2. USER CONTENT

In connection with your use of the Services, you may submit, post, or otherwise make available text, usernames, links, images, messages, comments, raid submissions, Wallet addresses, social-media handles, or other content (“User Content”). You retain any ownership rights you may have in your User Content, subject to the rights granted in these Terms.

License to the Company. You grant the Company a worldwide, non-exclusive, sublicensable, transferable, royalty-free license to host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display your User Content, in any and all media now known or later developed, solely as necessary to operate, provide, improve, promote, and market the Services (including displaying leaderboards, raid statistics, and promotional materials for communities that use the Services).

You represent and warrant that you have all rights necessary to grant the foregoing license and that your User Content, and our use thereof in accordance with these Terms, will not infringe or violate the rights of any third party.

3. INTELLECTUAL PROPERTY RIGHTS

The Services, including its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws in any applicable jurisdiction.

These Terms permit you to use the Services for your personal use only. You must not reproduce, distribute, modify, reverse engineer, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Services, except as expressly authorized by these Terms or by the Company.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of the Terms, such other person may not use the Services, your right to use the Services will stop immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. 

4. CHANGES TO THESE TERMS

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we make them available, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set out in the Governing Law and Jurisdiction section below will not apply to any disputes for which the parties do not have actual notice.

Your continued use of the Services following the availability of revised Terms means that you accept and agree to the changes. You agree to check this page each time you access the Services so you are aware of any changes, as they are binding on you.

5. CHANGES TO THE SERVICES

We may update the Services from time to time at our discretion. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.

WE WILL NOT BE LIABLE FOR ANY LOSSES RESULTING FROM ANY CHANGES TO THE SERVICES OR THIRD PARTY SERVICES AVAILABLE THEREON, AND YOU HEREBY RELEASE AND HOLD HARMLESS THE COMPANY FROM AND AGAINST ANY LOSSES AND DAMAGES YOU MAY SUFFER ARISING IN CONNECTION WITH SAME.

6. SERVICES – NO RESPONSIBILITY FOR CRYPTOGRAPHIC KEYS AND NO FIDUCIARY DUTIES

You may be required to connect a digital asset wallet (“Wallet”) using a Third Party Service or share your Wallet address to access the Services. We will never ask you to share the private key to a Wallet you connect to the Services or as part of your use of any of the Services with the Company, and as between us, you are solely responsible for any disclosure of the private keys to your Wallet. These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.

7. ACCESSING THE SERVICES AND ACCOUNT SECURITY

We reserve the right to withdraw or modify our Services, and any service or material we provide on or in connection with the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are 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 at our discretion WE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES YOU MAY SUFFER AS A RESULT OF OR IN CONNECTION WITH THE SERVICES BEING INACCESSIBLE TO YOU AT ANY TIME OR FOR ANY REASON.

You are solely responsible for:

• Making all arrangements necessary for you to have access to the Services.

• Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

You acknowledge and agree that our Services are offered exclusively through a bot on the Telegram application, which is a Third-Party Service offered by Telegram. Telegram controls the front end through which you access and use the Service. If Telegram or associated services become unavailable, then you should not attempt to use Telegram in connection with the Services. We disclaim all liability in connection with the foregoing, including without limitation any inability to access any assets you have sent or stored in connection with the Services. Since the front end application is provided by Telegram, you acknowledge and agree that we shall have no obligation, liability or responsibility to you concerning the front end through which you access the Services, its quality, functionality, performance, value or general availability. You acknowledge and agree that the Company is not responsible for any matters, issues and complaints arising out of your use of the Telegram application, including your access to the Services through the Telegram application, and that any recourse you may have with respect thereto would be to Telegram or another third party, as applicable. You further acknowledge and agree that there will be no liability to the Company for any damages or losses due to or relating to (i) any routine, unannounced or unscheduled maintenance by Telegram, either carried out by Telegram directly, by its partners or us, including but not limited to any temporary or permanent interruptions in the provision of Telegram or goods or services accessed through Telegram, whether or not such interruption is related to any routine, unannounced or unscheduled maintenance by Telegram, either carried out by Telegram directly or by a third party; (ii) any harm or damage incurred as a result of illegal actions by third parties; or (ii) any harm or damage resulting either directly or indirectly from user actions, negligence, omissions or violations of any applicable laws and governing terms. You are subject to additional terms for your use of Telegram, which can be accessed on Telegram at https://telegram.org/tos and https://telegram.org/tos/bots.  

8. NON-SOLICITATION AND NO PROFESSIONAL ADVICE

You agree and understand that transactions you submit using the Raid2Earn Program are considered unsolicited, which means that you have not received any investment advice from us in connection with these or any other transactions.

You agree and understand that all information provided using or accessible via the Services is for informational purposes only and should not be construed as legal, financial, or tax advice. You should not take, or refrain from taking, any action based on any information accessed via the Services.

Raids may involve links to third-party posts, projects, tokens, or digital assets. Any such content is created and selected by community administrators, not by the Company. The Company does not review, endorse, or guarantee the accuracy, safety, legality, or value of any third-party content, tokens, or projects referenced in raids. Nothing in the Services should be construed as financial, investment, or trading advice.

9. RAID2EARN AND REWARDS PROGRAMS

Certain features of the Services, including the “Raid2Earn” program and any similar reward programs (collectively, “Reward Programs”), allow administrators of communities (“Admins”) to deposit or designate digital assets (“Rewards”) to be distributed to eligible users based on participation in raids or other activities. Rewards are funded solely by the applicable Admin or third-party sponsor, not by the Company.

Except to the limited extent strictly necessary to operate Reward Programs for Admins, the Company does not custody, hold, or control your digital assets. Rewards, if any, are transferred directly to Wallets designated by you or by the applicable Admin. The Company does not guarantee that any particular Reward will be available, that any Reward Program will continue, or that any user will receive any Reward.

Admins are solely responsible for (i) funding any Rewards, (ii) defining eligibility criteria, and (iii) complying with all applicable laws (including any marketing, consumer protection, tax, and prize promotion laws) in connection with any Reward Program they operate. The Company is not a party to, and has no responsibility or liability for, any promises, representations, or offers made by Admins.

You are solely responsible for determining whether, and to what extent, any Rewards you receive are subject to tax, and for reporting and paying any such taxes.

10. FEES

    1. You may be charged fees for access to and use of some or part of the Services. This includes the subscription based “Raidar Pro” Program.  Transactions may require the payment of “gas” or other transaction or network fees. You are solely responsible for ensuring that you have adequate funds to complete transactions. The Company will not be liable for any failed transactions due to insufficient funds.

    2. You may also incur a fee for the use of or access to a third-party application, functionality or service that you access through the use of the Services. You are solely responsible for paying those fees. Those fees are not charged by the Company nor are you paying the Company those fees. the Company will not be liable for your failure to pay any third-party fees.

11. INDEMNIFICATION 

You agree to defend, indemnify, release and hold harmless the Company from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees and legal costs) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your contributions, your use of the Services’s content, Services, and products other than as expressly authorized in these Terms or your use of any information obtained from or through the Services.

12. LINKS FROM THE SERVICES

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites, and you hereby release and hold harmless the Company from and against any losses or damages arising in connection with the same.

13. DISCLAIMERS OF WARRANTIES / LIMITATION ON LIABILITY

YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR, AND YOU HEREBY RELEASE AND HOLD HARMLESS THE COMPANY FROM AND AGAINST ANY LOSSES YOU MAY SUFFER ARISING FROM ANY TRANSACTION YOU MAY ENGAGE IN IN CONNECTION WITH THE SERVICES FOR ANY REASON WHATSOEVER, INCLUDING LOSSES ARISING FROM SOFTWARE DEFECTS, MALFUNCTIONS OR A LACK OF ACCESS TO THE SERVICES.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

YOU ACKNOWLEDGE THAT ANY DATA AND ASSETS ON THE SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, AND YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH DENIAL-OF-SERVICE ATTACKS, CONDUCT OF THIRD PARTIES, INCLUDING THREAT ACTORS, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL, HACKERS, THEFT OF FUNDS, THEFT OF THE DIGITAL ASSETS OF YOU OR OTHERS, COMPROMISES OF THIRD-PARTY PROTOCOLS, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS OR OTHER DISASTERS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OF OUR CONTROL, DUE TO YOUR USE OF THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR YOUR DOWNLOADING OF ANY MATERIAL MADE AVAILABLE ON THEM, OR ON ANY WEBSITE LINKED TO THEM.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR LOSS OR DAMAGES OF ANY KIND, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO THEM, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

IN ADDITION, UNDER NO CIRCUMSTANCES SHALL OUR AGGREGATE LIABILITY TO YOU EXCEED ONE THOUSAND HONG KONG DOLLARS (HK $1,000.00). UNDER NO CIRCUMSTANCES SHALL THE COMPANY REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES.

WE HAVE NO CONTROL OVER, TAKE NO RESPONSIBILITY FOR, AND SHALL NOT BE LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THREAT ACTORS, OR PROVIDERS OF THIRD PARTY TECHNOLOGIES. IF THIRD-PARTY TECHNOLOGIES THAT ARE PROVIDED OR ACCESSED THROUGH THE SERVICES UNDERGO CHANGES OR EXPERIENCE DISRUPTIONS, YOUR ACCESS TO AND USE OF OUR SERVICES MAY BE AFFECTED. YOU HEREBY RELEASE AND HOLD HARMLESS THE COMPANY FROM AND AGAINST ANY LOSSES OR DAMAGES YOU MAY SUFFER ARISING FROM THIRD-PARTY TECHNOLOGY, LOSS OR COMPROMISE OF YOUR SEED PHRASE OR KEYS, AND/OR YOUR TRANSACTIONS.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these Terms and dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be governed by and construed in accordance with the laws of Hong Kong without giving effect to any choice or conflict of law provision or rule (whether of this or any other jurisdiction).  

You expressly and irrevocably waive any right to initiate legal action, claim or proceeding before any court or authority of Hong Kong in connection with the interpretation, performance or enforcement of these Terms, and confirm acceptance of the exclusive jurisdiction of the courts of Hong Kong.

Subject to the the Company’s right to require binding arbitration as set forth in the Dispute Resolution by Binding Arbitration section herein, any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services may be brought, if permitted, exclusively in the courts of Hong Kong. You expressly and irrevocably submit to the jurisdiction of such courts and waive any objections to venue therein. However, we reserve the right to bring any suit, action, or proceeding against you for breach of these Terms or otherwise in your country of residence or any other relevant country or jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

15. DISPUTE RESOLUTION BY BINDING ARBITRATION

This section of the Terms contains an Arbitration Agreement (the “Arbitration Agreement”). Please read it carefully. In certain circumstances, it requires you to arbitrate disputes with the Company. It also limits the manner in which you can seek relief from the Company. At the Company’s sole discretion, it may require you to submit any disputes arising under these Terms, or in connection with your use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules (“HKIAC Rules”) in force when the Notice of Arbitration (“Notice of Arbitration”) is submitted, applying Hong Kong Law. The arbitration proceedings shall be conducted in English.

In the event of any dispute, controversy, or claim arising out of or in relation to these Terms, the parties shall first attempt to resolve the dispute amicably through good-faith negotiations. You must notify us of a dispute by sending us a written notification, together with your email address, via our Telegram handle @TokenScanSupport. We may notify you of a dispute by emailing any email address you have provided to us.  Such notification must describe the nature and basis of the dispute and set forth the specific relief sought (“Notice”).  The Notice, together with all discussions, negotiations and any documents or information relating to the dispute must be kept strictly confidential, with both parties acknowledging that any breach of confidentiality may cause irreparable harm to the other party, for which damages may be an inadequate remedy. In the event of such a breach, the non-breaching party shall be entitled to seek immediate injunctive relief, without prejudice to any other rights or remedies available to it under this Agreement at law, including but not limited to the right to claim damages. The process outlined in this clause is described hereafter as the “Informal Dispute Resolution Procedure”.

If the dispute set out in a Notice is not resolved by negotiation within sixty (60) days from the date of notification, the Company may elect to refer the dispute to arbitration within sixty (60) days thereafter. Upon such election, you agree to submit to arbitration. Once the Company has elected to arbitrate, any related court proceedings shall be stayed, except for actions seeking interim or injunctive relief. ALL PARTIES AGREE THAT THE INFORMAL DISPUTE RESOLUTION PROCEDURE IS A CONDITION PRECEDENT WHICH MUST BE SATISFIED BEFORE INITIATING ANY ARBITRATION PROCEEDING AGAINST ANY OTHER PARTY.

If a party to this Agreement elects to refer a dispute set out in a Notice to Arbitration, it shall be finally resolved by arbitration under the HKIAC Rules, which are deemed to be incorporated by reference into this clause.

If there is any inconsistency between any term of the HKIAC Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. 

Terms of the Arbitration: ALL ISSUES ARE FOR THE ARBITRATOR TO DECIDE, INCLUDING ISSUES RELATING TO THE SCOPE, ENFORCEABILITY, AND ARBITRABILITY OF THIS ARBITRATION AGREEMENT. THE DECISION OF THE ARBITRATOR SHALL BE FINAL AND BINDING ON THE PARTIES, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.  All negotiations and arbitration proceedings related to any dispute (including, but not limited to, any settlements, awards, and the fact that they have taken place) shall be kept confidential by the parties, their representatives, and any participants in the arbitration, except as may be required by law or to enforce any settlement or arbitration award. Each party shall bear its own costs and expenses in connection with any arbitration proceedings, except that the arbitrator may award costs and expenses (including reasonable attorneys’ fees) to the prevailing party as part of the arbitration award. 

Exclusions: This Arbitration Agreement shall not preclude the Company from seeking interim or injunctive relief in a court of competent jurisdiction, including relief for the alleged unlawful use of intellectual property.

16. CLASS ACTION WAIVER; WAIVER OF JURY TRIAL

THE PARTIES AGREE THAT ALL DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS SHALL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS. THESE TERMS DO NOT PERMIT CLASS, COLLECTIVE OR REPRESENTATIVE ACTION LITIGATION OR ARBITRATION, OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE LITIGATION OR ARBITRATION PROCEEDING. THE ARBITRAL TRIBUNAL (OR COURT, WHERE APPLICABLE) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY UNCONDITIONALLY, IRREVOCABLY, AND EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, ARBITRATION, OR PROCEEDING ARISING IN CONNECTION WITH THE SERVICES OR THESE TERMS.

17. WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY THE COMPANY.

18. LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. THIS LIMITATION PERIOD IS A MATERIAL TERMS OF THIS AGREEMENT AND MAY REDUCE THE TIME AVAILABLE TO YOU UNDER APPLICABLE LAW.

19. TERMINATION

We may suspend or cancel your use of all or part of the Services, for any reason or no reason, in our sole discretion and without notice of any kind, without incurring liability of any kind to you as a result of such suspension or termination. In addition, if we believe or suspect that you have breached or are breaching these Terms in any way, we reserve the right to terminate or suspend your access to the Services, in whole or in part, at our discretion, including if we suspect any fraudulent activity. 

You hereby release and hold harmless the Company from and against any losses or damages arising in connection with our suspension or termination of your use of or access to the Services, in whole or in part. 

XII. NOTICES

The Company may provide any notices to you under these Terms using commercially reasonable means, including by (i) posting the notice within or through the Services; (ii) posting the notice on an official website, documentation site, or status page operated by the Company; (iii) posting the notice in an official Telegram channel or group designated by the Company; or (iv) sending a written notification to us, together with your email address (if any). Notices provided by posting shall be effective upon posting, and notices provided by email shall be effective when sent. 

XIII. ASSIGNMENT

The Company may freely assign, transfer, or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law. 

XIV. WAIVER AND SEVERABILITY

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. 

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

XVII. YOUR COMMENTS AND CONCERNS

All other feedback, comments, requests for technical support, and other communications should be directed to our Telegram handle @TokenScanSupport.