Terms of Service

HXRO USER AGREEMENT

Last Updated: January 17, 2022

Welcome to Hxro Trade. This User Agreement ("Agreement") governs your use of the products provided by Hxro described below (the “Hxro Products”). By signing up for an Account (defined below) through https://hxro.trade, https://hxrobot.io or another site where the Hxro Products are offered (collectively, the “Site”), you agree that you have read, understood and agreed to all of the terms and conditions contained in this Agreement, as well as our Hxro Trade Privacy Policy . This Agreement constitutes a binding, a legal agreement between you (“you” or “your” or the “User”) and Hxro Technologies Ltd., a Seychelles company, and its affiliates (collectively, “Hxro” or “we” or “us” or “our”).

As with any asset, the value of Digital Currencies (defined below) can go up or down and there can be a substantial risk that you lose value-buying, selling, holding, or investing in such currencies. You should carefully consider whether trading or holding Digital Currencies is suitable for you in light of your financial condition. Hxro is not registered with the United States Securities and Exchange Commission and does not offer securities services in the United States or to United States persons.

• CHANGES TO THIS AGREEMENT

We may amend or modify this Agreement at any time and post the revised Agreement on the Site. We will update the “Last Updated” date at the time of posting the revised Agreement. Any changes to this Agreement will be effective immediately upon their posting. We encourage you to review this Agreement before accessing and using the Hxro Products. Your continued use of the Hxro Products after the revised Agreement is posted constitutes your acceptance of the revised Agreement. If you do not agree to any part of the Agreement, your sole and exclusive remedy is to terminate your use of the Hxro Products and close your Account.

• ELIGIBILITY

To be eligible to register for an Account and use the Hxro Products, you must be at least eighteen (18) years old or the age of the legal majority where you reside. You must be legally competent and able to be bound by this Agreement, have full capacity to enter into transactions involving Digital Currencies and you must not have been previously banned from using any of the Hxro Products for any reason, or be on any trade or economic sanctions list of any applicable jurisdiction. If you are a legal entity or acting in the name of a legal entity, the legal entity must be duly organized and validly existing under the laws of its jurisdiction of organization and duly authorized to do business under the laws of such jurisdiction and each other jurisdiction in which such qualification is required, and you must be authorized to act on behalf of and in the name of the legal entity and bind the legal entity, and the legal entity or any affiliated entity must not have been previously banned from using the Hxro Products for any reason, or be on any trade or economic sanctions list of any applicable jurisdiction.

• RESTRICTED JURISDICTIONS

You may not open an Account or use any of the Hxro Products if you are located in or are a legal resident of the United States, Quebec (Canada), or any jurisdiction or region on the following: Restricted Jurisdictions list. Hxro has the right to amend the Restricted Jurisdictions at any time without prior notice to you. You are not permitted to open, access, or use an Account or the Hxro Products if you are located in a Restricted Jurisdiction. Hxro may geo-block you from accessing an Account or the Hxro Products if you are located in a Restricted Jurisdiction and you agree not to attempt to circumvent any such block. Hxro reserves the right to close your Account and cease providing you with access to the Account and Hxro Products at any time and without prior notice if we determine or have reason to believe that you are accessing the Account or the Hxro Products from a Restricted Jurisdiction, or if the jurisdiction in which you are located or reside becomes a Restricted Jurisdiction. Hxro is not responsible for any losses or damages that may arise from your inability to access your Account or the Hxro Products due to a Restricted Jurisdiction.  

1. REGISTRATION OF HXRO ACCOUNT

You must register for a Hxro account on the Site to access and use the Hxro Products (an “Account” or a “Hxro Account”). You agree to keep your registration information, including your username, password and other login credentials secure and not allow anyone else to use your Account. It is your responsibility to contact us immediately at [e-mail] if you become aware of any unauthorized access and use of your Account. You are responsible for any activity that occurs on your Account. To the maximum extent permitted by applicable law, we are not responsible for any loss or activity that results from the unauthorized access and use of your Account.

1. IDENTITY VERIFICATION

During registration, and from time to time thereafter, you agree to provide us with accurate information that we may request for purposes of identity verification. You agree to update such information as appropriate to keep it accurate. Your daily transfer limits in connection with the use of the Hxro Products may be based on the identifying information that you provide to us on an ongoing basis. For more information, see Hxro Trade KYC Requirements. These daily transfer limits and information requirements may change from time to time at our discretion. We may refuse to open an Account for any user for any reason at our discretion.

You authorize us to make inquiries, directly or through third parties, that we may consider necessary to verify your identity and detect and prevent fraud and other financial crimes. You agree that your personal information may be shared with these third parties, per our Privacy Policy. 

• HXRO PRODUCTS

Hxro’s trading products include its Parimutuel Option Contracts, Tix & Wix Contracts and the Automation Trading product. The Hxro Products are provided As-Is. You should not use them without doing your own research. Hxro is not liable for your use of the Hxro Products. You use them at your own risk. Hxro may, from time to time, implement changes, restrictions or limitations to the Hxro Products or their features, tools and functionalities without any liability to you for any losses or damages that you may incur as a result of such changes, restrictions or limitations.

Hxro shall make reasonable efforts to ensure that the Hxro Products are available to you. However, access to the Hxro Products may be disrupted or suspended from time to time due to maintenance, technical issues, network issues, system overload or other events, which may be outside of Hxro’s control. Hxro is not responsible for any losses or damages that may arise due to the Hxro Products or any portions thereof being unavailable to you for any reason at any time and any period.

HXRO Automation Trading Product

Hxro Automated Trading product offers qualified registered users with algorithmic trading programs (“Strategies”) for use in connection with Hxro’s Parimutuel Option Contracts. The Strategies made available are at Hxro’s discretion. The Strategies can be used with preconfigured settings, at Hxro’s discretion, or can be customized by users based on various parameters and indicators. Additional information is available via the Hxro.Trade Knowledge Base to help users navigate, use, and customize the Automated Trading product and Strategies.  Users can back-test the Strategies going back up to thirty (30) days based on available market information. The leaderboard displays the highest performing Automated Trading users based on criteria in Hxro’s discretion. You cannot opt-out concerning from the Automated Trading leaderboard if you fall within the ranking criteria.

The Strategies work automatically and 24 hours per day, 7 days per week, and 365 days per year, subject to any downtimes. The Strategies work even when you are logged off from your Account or offline. The operation of the Strategies is dictated by the preconfigured settings or the parameters and indicators that you set. The Strategies cannot exercise any discretion for any transactions, without your input. Accordingly, there is a risk that the use of Strategies will result in the substantial or entire loss of the Digital Currencies in your Account. Hxro does not provide you with any notice, updates, or other communications regarding the performance of your Strategies. It is your responsibility to monitor the performance of your Strategies. You can stop the operation of the Strategies at any time. 

Hxro is not liable to you for any losses of any kind suffered by you in connection with your use of Strategies or any information, tutorials, or guides obtained from Strategies. Any such information, tutorials, or guides may include technical, typographical, or photographic errors and Hxro makes no representations or warranties that such information is accurate, complete, or current. As with the other Hxro Products, your use of Strategies is at your own risk.

You also acknowledge and agree that (a) use of Automated Trading Strategies, preconfigured or customized by you, does not guarantee economic success; (b) past trading performance of any Strategies is not indicative or a guarantee of future results or economic success; (c) you shall use Automated Trading products only for its intended purpose and permitted use; (d) the tutorials and any other information provided by the Automated Trading products are not financial or investment advice or any other proposal on how to use or customize Strategies; and (e) Hxro may, in its discretion, change or remove features or functions of the Automated Trading product, including, for example, adding or removing Strategies, changing the preconfigured settings of any Strategies or the available customizable parameters and indicators, at any time in its discretion and without any liability to you.

• PROMOTIONS

Hxro may, from time to time, make available special offers or conduct promotions (collectively “Promotions”) for qualifying users. Such Promotions may be governed by additional terms and conditions presented in connection with the Promotions, which you must agree to if you choose to participate. This Agreement and any additional terms will apply equally, with the additional terms prevailing to the extent any additional terms are inconsistent with this Agreement. Hxro may discontinue, modify or revoke any Promotions at any time and Hxro has no obligation to make Promotions available to all users. 

• LIMITED LICENSE

Hxro grants you a limited, nonexclusive, non-sublicensable, non-transferable and revocable license, subject to this Agreement, to access and use the Hxro Products solely for the purposes described in this Agreement and the Site, or as approved by us in writing. Any other use of the Hxro Products is expressly prohibited. All right, title and interest in and to the Hxro Products is exclusively the property of Hxro or its affiliates or licensors. Unless expressly stated herein, nothing contained in this Agreement or the Site grants or will be construed to grant you any title or interest in or any license or right to use or reproduce any text, graphics, videos, logos or other source-identifying symbols, designs, images, software, code or other Hxro IP (defined below) related to or obtainable from the Hxro Products or the Site.

• DIGITAL CURRENCIES

As used herein, “Digital Currencies” shall mean digital currencies, cryptocurrencies, virtual currencies and tokens, such as BTC, ETH, USDC, USDT, HXRO, or other digital currencies that are supported by the Hxro Products. For a list of Digital Currencies that are supported by the Hxro Products, see Supported Assets. No other Digital Currencies shall be accepted by or used in connection with the Hxro Products. These Digital Currencies may change from time to time at Hxro’s discretion. The fiat value of Digital Currencies is subject to volatility and these assets may lose their value quickly and entirely. You acknowledge and agree that any purchase of, a transaction in or holding of Digital Currencies by you through the Hxro Products is made voluntarily, willfully and exclusively at your own risk.

• DIGITAL WALLET

After registering and validating your Hxro Account, Hxro shall provide you with a digital wallet (“Digital Wallet”). The Digital Wallet allows you to hold, store, transfer, receive and manage Digital Currencies. All Digital Currencies held in your Digital Wallet are custodial assets held for your benefit. Title to the Digital Currencies shall at all times remain with you and shall not transfer to Hxro. We act only on your instructions with respect to transferring or transacting your Digital Currencies unless we are otherwise instructed to do so by law, court order or governmental authority. As the owner of the Digital Currencies, you bear all risk of loss of such Digital Currencies.

You can deposit funds into your Digital Wallet after you verify your Account and follow the required authentication and verification steps. You are fully responsible for the transfer of Digital Currencies in and out of your Digital Wallet, including without limitation if you transfer Digital Currencies to an incorrect wallet address. We bear no liability or responsibility in connection with any such transfers. Your Account, once funded, does not and will not earn interest. For any questions regarding the transferring of Digital Assets or your Digital Wallet, please contact Hxro support at [e-mail].

• TRANSACTIONS; PRODUCT FEES

Hxro charges fees for the use of the Hxro Products, excluding the Strategies, which is currently being offered to qualified registered users free of charge. A description of the fees is shown at https://hxro.zendesk.com/hc/en-us/articles/360046402213-Hxro-Platform-Fees (the “Product Fees”). Hxro reserves the right to change the Product Fees at any time at its discretion. By using the Hxro Products, you agree to pay all applicable Product Fees. During the transaction process, the amount of your transaction price that is allocated towards Product Fees will be identified and automatically deducted from the total transaction price before the completion of your transaction.

All transactions are final. We do not accept any returns or provide any refunds. We reserve the right to cancel, delay or reject any transaction if we have reason to believe that you are in breach of this Agreement, including without limitation if you provided incomplete or incorrect identity information or you are involved or believed to be involved, in any illegal, fraudulent, misleading or manipulative activity on the Hxro Products. We may also suspend or ban you from the Hxro Products, in addition to seeking other remedies that may be available to us under applicable law.

• INTELLECTUAL PROPERTY

The Hxro Products and the Site contain copyrighted materials, trademarks and other proprietary information, including without limitation text, graphics, videos, logos, or other source-identifying symbols, designs, images, software, code or proprietary information owned by or licensed to Hxro (collectively, the “Hxro IP”). You shall not directly or through the use of any device, software, internet site, web-based service or other means, or assist, cause or encourage others to, use, modify, publish, transmit, stream, upload, display, participate in the transfer or sale, create derivative works or in any way exploit the Hxro IP, in whole or in part, except as expressly provided herein. You shall not use any data mining, strategies, or similar data gathering and extraction tools on the Site, frame any portion of the Site or reproduce, reprint, copy, store, publicly display, broadcast, stream, transmit, modify, translate, publish, sublicense, assign, transfer, sell, loan or otherwise distribute the Hxro IP without our prior written permission. Any use of the Hxro IP not expressly permitted by this Agreement is a breach of this Agreement and may violate international intellectual property laws. Hxro reserves all rights not expressly granted herein. 

• PROHIBITED USES

You agree that you will not use, assist, cause or encourage others to use, the Hxro Products in any of the ways listed below (the “Prohibited Uses”). The list of Prohibited Uses is not exhaustive. If you are uncertain if your use of the Hxro Products is prohibited or have questions on the Prohibitive Uses, please contact us at [e-mail].

1. Violate any national, provincial, local or any other law, treaty, regulation or court order, or otherwise conduct any illegal activity, or which would involve proceeds from any illegal activity, including without limitation money laundering, terrorist financing, fraud or other financial crime;

1. Violate this Agreement or any other agreement that you may with Hxro;

1. Infringe or misappropriate any intellectual property right in any jurisdiction, including patents, trademarks, copyrights and trade secrets, or right of privacy, publicity or personality, or moral rights, or any other valid legal right of Hxro or any third party;

1. Create, design or maintain a website or social media site that resembles Hxro’s websites or social media sites, or in any way creates the impression that you are an agent, employee or otherwise associated with Hxro;

1. Create a false identity, create a false account, create multiple accounts, submit false, inaccurate or misleading information or impersonate any other person or entity;

1. Engage in activities that operate to defraud or are unfair, harmful or adverse to Hxro, its users or any other person or entity, in our discretion;

1. Engage in, advocate for, promote or encourage actions that are abusive, racist, sexist, discriminatory, offensive, violent, harassing, harmful, threatening, hateful, derogatory, pornographic, indecent, profane, obscene or otherwise objectionable, in our discretion;

1. Use any spambot, botnet or another automated bot, scraper or other means to access, collect data, damage, disable, overburden, overload with unreasonable data requests, disrupt, impair or interfere with the Hxro Products or the Site; or interfere with any user’s access to or use of the Hxro Products or the Site; or attempt to gain unauthorized access to the Hxro Products or another’s Account through password mining or other means; or transmit any virus, worm, trojan or other malware or spyware to or through the Hxro Products or the Site; or circumvent, disable or otherwise interfere with any controls or security-related features included in the Hxro Products or the Site for preventing, for example, unauthorized access, reproduction or distribution; and

1. Modify, distribute, transmit, perform, reproduce, sublicense, publish, create derivative works from, transfer, sell, reverse engineer, decompile, disassemble or in any way exploit any portion of the Hxro Products or the Hxro IP or copy or obtain information from the Hxro Products or the Site for competitive purposes, including without limitation any text, graphics, videos, logos or other source-identifying symbols, designs, images, software, code or other information obtained from the Hxro Products or the Site.

• SUSPENSION; TERMINATION; CANCELLATION

You may close your Account with us at any time and terminate this Agreement, following settlement of any pending transactions. To close your Account, contact us at [e-mail].

We may, in our discretion, suspend, restrict or terminate your access to any or all of the Hxro Products, and deactivate or close your Account for any of the below reasons, in addition to seeking other remedies that may be available to us under applicable law.

1. We determine or have reason to believe that you violated the Prohibited Uses listed above in Section 13;

1. We determine or have reason to believe that you fail to meet the eligibility requirements in Section 2;

1. We determine or have reason to believe that you are located in or reside in a Restricted Jurisdiction under Section 3;

1. We determine or have reason to believe that you provided us with incorrect, untruthful or outdated information in your Account creation or identity verification discussed in Sections 4 and 5;

1. You inform us or we determine or have reason to believe that your Account has become compromised in any way;

1. We determine or have reason to believe your Account or use of the Hxro Products violates any applicable laws or regulations or is at an increased risk of such violations, or we detect unusual activity with your Account at our discretion;

1. We are required to do so by law, court order or order from a government authority or official;

1. Your use of the Hxro Products is subject to any pending litigation, investigation or government proceeding;

1. Our third-party providers are unable to support your use of the Hxro Products for any reason;

1. We receive legal documentation confirming your death, after which your designated fiduciary may open a new Account and any Digital Currencies stored in your Digital Wallet will be transferred to the new Account (subject to the Transfer Threshold discussed below); or

1. For other reasons as we may determine in our discretion from time to time.

Unless otherwise stated in this Agreement, if we suspend or terminate your access to or close your Account, we will provide you with notice, unless prohibited from doing so by court order or legal process. We are under no obligation to disclose the details of your suspension, termination or cancelation if related to our confidential protocols or security procedures, which is at our discretion. 

We may also suspend or interrupt your use of the Hxro Products without liability to you if we deem it is necessary for repairs, maintenance or other similar actions including without limitation security updates, in which case we may notify you of the interruption in advance to the extent reasonably possible, but notice may not be practicable in all circumstances, such as in emergencies.

The suspension, termination or cancellation does not relieve you from your obligation to pay applicable fees for pending or past transactions, nor will it affect your rights, title or interest in your Digital Currencies that remain in your Digital Wallet. If the Account termination is by reason of allegations of fraud, money laundering or other financial crime or violation of law, court order, violation of governmental regulation or violation of the terms of this Agreement, Hxro may retain the funds in your Account until such allegations are resolved to the reasonable satisfaction of law enforcement, court, government official or Hxro. Otherwise, after suspension, termination, or cancellation, you will have five (5) days to withdraw all remaining Digital Currencies from Digital Wallet associated with your Account. If Digital Currencies remain after the 5 day period, we may return the Digital Currencies to the originating wallet. We assume no liability whatsoever for transferring or attempting to transfer, the Digital Currencies back to you. We will not convert Digital Currencies into fiat currency and return fiat currency to you. 

• TAXES; NO INVESTMENT ADVICE; ACCURACY OF INFORMATION

It is your responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through our Hxro Products and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. We do not provide investment, financial, tax, or legal advice and none of the information we provide in connection with our Hxro Products or the Site should be construed as such. We are not registered, brokers or investment advisors. The Hxro Products do not constitute investment advice. You acknowledge and agree that we are not responsible for your use of any information that you obtain from the Hxro Products or the Site. The information on the Hxro Products and Site may change from time to time, without advance notice to you. You also acknowledge and agree that we do not make any predictions or express any opinion on the future or expected value of Digital Currencies or other assets. No representation is being made that any Digital Currencies will or are likely to achieve profits or losses. Your decisions made in reliance of the Hxro Products and the Site or your interpretations of the information, including market information, made available on the Hxro Products and the Site are your own and made at your own risk, for which you have full responsibility. You expressly agree that your use of the Hxro Products and Site is at your own risk.

• DISCLAIMER; NO WARRANTY

The Hxro Products and the Site are provided As-Is without any warranty of any kind, express or implied. We disclaim all warranties of any kind, including any implied warranty as to merchantability or fitness for a particular purpose, and any implied warranty arising out of a course of performance, course of dealing or usage of trade are specifically disclaimed. We do not make any representations or warranties that the use of or access to the Hxro Products and the Site will be continuous, uninterrupted, timely, secure, or error-free (or that any known errors or defects will be corrected), or that the Hxro Products and the Site or the server(s) that make them available are free of viruses or other harmful programs. We do not make any representations or warranties regarding the accuracy, completeness, legality, operability, reliability, availability or any other aspect of the Hxro Products or the Site, or the information, including market information, made available on or through the Hxro Products and the Site, some of which is provided to us by third parties. We do not make any representations or warranties that a transaction will execute as intended, including without limitation there may be extreme volume, delays in internet or other technology instability that results in a transaction not being triggered or executed as intended. Your sole and exclusive remedy is to terminate your use of the Hxro Products and close your Account. 

• LIMITATION OF LIABILITY

Hxro and its affiliates and their respective officers, directors, employees, shareholders, members, contractors, agents, parents, subsidiaries, licensors, successors and assigns (the “Hxro Parties”) shall not be liable for any consequential, exemplary, incidental, punitive, indirect or special damages or costs (including without limitation lost profits or damages resulting from loss of market or business opportunity or lost or interruption of use) arising out of or relating to this Agreement, regardless of the form of claim of action (whether based upon breach of warranty, breach of contract, negligence, strict liability, product liability or any other legal theory), even if the Hxro Parties were advised, knew or should have known of the possibility thereof, and notwithstanding the failure of essential purpose of any limited remedy outlined in this Agreement. If a certain jurisdiction does not permit the limitation or elimination of liability as outlined in this Limitation of Liability, then Hxro’s liability in such jurisdictions shall be limited to the greatest extent permitted by law.

• INDEMNIFICATION

You shall indemnify, defend and hold the Hxro Parties harmless from and against any and all liabilities, claims, demands, causes of action, losses, expenses and damages (including, without limitation, reasonable attorney’s fees and settlement amounts) brought by a third party, to the extent relating to or arising out of your use of the Hxro Products or the Site, your breach of this Agreement, your violation of any third party rights or applicable laws, or your gross negligence, fraud or willful misconduct. If you are obligated to indemnify us, we have the right, in our discretion, to control any action or proceeding and determine if we desire to settle and on what terms.

• THIRD-PARTY CONTENT

We make no representations or warranties about any third-party content, websites or social media that you may access through the Hxro Products or the Site (collectively, the “Third Party Content”). The Third Party Content is provided As-Is and any opinions, advice, statements, services, offers or other information made available by such Third Party Content are those of the third party and not Hxro. We may provide the Third Party Content for your convenience only and we are not endorsing the content. Your access to and use of the Third Party Content is at your own risk.

• CUSTOMER FEEDBACK; QUERIES; DISPUTES

If you have feedback or queries, you can contact us at [e-mail] and provide your name, address, phone number, email address, Account username, and write in the subject line of the email “Customer Feedback” or “Customer Query” depending on the reason for contacting us. If you believe your Account is compromised, please immediately contact us at [e-mail] and provide your name, address, phone number, email address, Account username, a detailed description of why you believe your account is comprised and write in the subject line of the email “Comprised Account” so that we can process your request as quickly as possible. If you have a dispute with us, you agree to contact us at [e-mail] and follow the procedures set forth below.

• DISPUTE RESOLUTION; WAIVER OF CLASS ACTION

If you have a dispute with us arising out of or relating to this Agreement or the Hxro Products or the Site, including the validity, scope, or enforceability of this dispute resolution clause, you agree to first attempt in good faith to settle the dispute by contacting us at [e-mail] and provide your name, address, phone number, email address, Account username, a description of the facts and circumstances of the dispute, write in the subject line of the email “Dispute Resolution” and allow us thirty (30) days to respond or settle the dispute. You agree that this procedure is a condition precedent that must be satisfied before initiating any claim against us. 

If the dispute cannot be resolved by the above procedure, then the dispute shall be settled by binding arbitration and conducted in accordance with Seychelles law or rules upon which we may mutually agree. The arbitration shall take place in Seychelles and shall be conducted in the English language. The arbitrator will have the power to grant whatever relief would be available in a court under law or equity and any award of the arbitrator will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, the right to which you hereby waive. The arbitrator will apply applicable law and the provisions of this Agreement and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator’s decision must be with a written explanation and remain confidential.

By agreeing to this Agreement, you agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside of Seychelles are hereby waived, including without limitation any claims or actions under the laws of your country of residence and that your sole location and applicable law for any dispute is in Seychelles according to the terms of this Section and Section 22(b).

To the extent permissible by law, all claims must be brought in your capacity and not as a plaintiff or class member in any purported class, collective action, or representative proceeding. The arbitrator may not consolidate more than one person’s claim(s) or engage in any class arbitration. You acknowledge that by agreeing to this Agreement, you are waiving the right to a trial by jury and the right to participate in a class action.

For any disputes that Hxro has against you, including without limitation according to a violation of this Agreement or the Hxro IP, we are not bound by the arbitration requirement in this Section and are permitted to pursue claims in court and other available judiciaries provided by applicable law in our discretion.

• MISCELLANEOUS

• ELECTRONIC NOTICES. You agree to receive all communications through electronic delivery. You authorize us to communicate with you by email or text message using the email address and phone number provided in your Account. It is your responsibility to provide us with correct and up-to-date contact information. We shall have no liability for any losses, liabilities, costs, expenses, demands, damages, charges, or claims resulting from failed electronic delivery.

• GOVERNING LAW. This Agreement is governed by and shall be interpreted and construed in accordance with the laws of Seychelles. The parties hereby consent to the jurisdiction and venue of the courts of Seychelles. This provision shall apply regardless of your residence, domicile, or citizenship.

• ENTIRE AGREEMENT. This Agreement, together with the Privacy Policy, constitute the entire understanding by and between you and us for the subject matter herein and shall supersede any and all prior communications, negotiations, correspondence, course of dealings and other agreements, written or oral, between the parties regarding such subject matter. You acknowledge that you have read this Agreement and are fully aware and understand all of its terms and conditions and consequences.

• SEVERABILITY. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, a modified provision shall be substituted which carries out as nearly as possible the original intent of the parties and the remaining provisions shall in no way be affected.

• NO AGENCY OR EMPLOYMENT RELATIONSHIP. Nothing contained in this Agreement shall be construed as creating any agency, partnership, employment, or other forms of joint enterprise between you and us. Each party shall ensure that they will not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

• WAIVER. No failure or delay by us in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No terms or provisions hereof shall be deemed waived and no breach consented to or excused, unless such waiver, excuse or consent shall be in writing and signed by us.

• ASSIGNMENT. You shall not assign any rights or licenses granted under this Agreement. Any attempted assignment or transfer in violation of this provision shall be null and void. We reserve the right to assign our rights without restriction, including without limitation to any affiliates or a successor in interest. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

• SURVIVAL. The following provisions shall survive according to their terms after termination or expiration of this Agreement: Sections 8, 12-18, and 20-22, in addition to any other provision, which by its very nature is intended to survive termination or expiration of this Agreement.

• SECTION HEADINGS. This Agreement contains section headings for convenience and such headings shall not affect or provide any interpretation as to the meaning of this Agreement.

• FORCE MAJEURE. We shall not be liable for delays, failure in performance, or interruption of service that results directly or indirectly from any causes reasonably beyond our direct control, including without limitation significant market volatility, acts of God or the public enemy, acts of terrorism, U.S. or foreign governmental acts in either a sovereign or contractual capacity, fire, wind, flood, accident, interruption in telecommunications or internet service or network provider services, failure of equipment or software, epidemic, pandemic, restrictions, strikes or freight embargoes or because of any Law, order, proclamation, regulation or ordinance of any governmental authority or any other unforeseeable act or action of like character.