Terms of Service

TERMS OF USE

These Terms of Use (these “Terms”) set forth the terms and conditions under which you (“User”, or “you”) may access and use the Supanova wallet located at https://www.supanova.app (“Digital Wallet”), operated by or on behalf of Supa, Corp (inclusive with its affiliates, “Company”, “we” or “us”), and all associated services, features, content, tools and functionality provided by the Company (collectively, “Services”).

Our Privacy Policy, available at https://www.supanova.app/privacy, describes how we collect, use, and protect your personal information when you use our Services. By using the Services, you consent to the collection and use of information as outlined in the Privacy Policy.

THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE DIGITAL WALLET AND ALL ASSOCIATED SERVICES, FEATURES, AND FUNCTIONALITIES. BY ACCESSING OR USING THE DIGITAL WALLET, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE DIGITAL WALLET.


BY ACCESSING AND USING THE DIGITAL WALLET, YOU EXPRESSLY ACKNOWLEDGE AND AGREE TO THE FOLLOWING:


  1. THE DIGITAL WALLET IS A NON-CUSTODIAL SOFTWARE INTERFACE THAT ENABLES USERS TO INTERACT WITH DECENTRALIZED BLOCKCHAIN NETWORKS, THIRD-PARTY PROTOCOLS, AND SMART CONTRACTS NOT OPERATED OR CONTROLLED BY THE COMPANY;

  2. THE USE OF THE DIGITAL WALLET SERVICES, INCLUDING ANY EARN FEATURES, IS SUBJECT TO RISKS THAT ARE BEYOND THE COMPANY'S CONTROL, INCLUDING SMART CONTRACT FAILURES, PROTOCOL EXPLOITS, NETWORK CONGESTION, PRICE VOLATILITY, LIQUIDITY CRISES, AND REGULATORY UNCERTAINTY;

  3. THE COMPANY DOES NOT GUARANTEE ANY REWARDS, YIELDS, RETURNS, OR PERFORMANCE METRICS IN CONNECTION WITH THE DIGITAL WALLET SERVICES OR ANY EARN FEATURES;

  4. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE RISKS ASSOCIATED WITH THE SERVICES AND FOR DETERMINING WHETHER YOUR PARTICIPATION IS APPROPRIATE FOR YOUR FINANCIAL AND PERSONAL CIRCUMSTANCES;

  5. BY USING THE SERVICES, YOU WAIVE ANY CLAIMS AGAINST THE COMPANY FOR LOSSES, LIABILITIES, OR CLAIMS ARISING FROM OR RELATED TO THE SERVICES, UNLESS SUCH WAIVER IS PROHIBITED BY MANDATORY APPLICABLE LAW; AND

  6. THESE TERMS INCLUDE PROVISIONS LIMITING LIABILITY, DISCLAIMING WARRANTIES, AND REQUIRING THE RESOLUTION OF DISPUTES THROUGH ARBITRATION.


YOUR USE OF THE DIGITAL WALLET CONSTITUTES YOUR VOLUNTARY ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT UNDERSTAND ANY PROVISION OF THESE TERMS, YOU SHOULD SEEK INDEPENDENT LEGAL ADVICE BEFORE USING THE DIGITAL WALLET. YOUR ACCESS TO AND USE OF THE DIGITAL WALLET MAY BE PROHIBITED BY LAW IN CERTAIN JURISDICTIONS. IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT YOUR USE OF THE DIGITAL WALLET COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION OF RESIDENCE, DOMICILE, AND CITIZENSHIP.

THE SERVICES ARE INTENDED FOR USERS WHO ARE AT LEAST 18 YEARS OF AGE (OR THE LEGAL AGE OF MAJORITY IN THEIR JURISDICTION) AND WHO HAVE THE LEGAL CAPACITY TO ENTER INTO BINDING CONTRACTS. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU MEET THESE ELIGIBILITY REQUIREMENTS.


IF YOU DO NOT UNDERSTAND THESE TERMS, DO NOT UNDERSTAND THE RISKS ASSOCIATED WITH CRYPTOCURRENCY, DIGITAL ASSETS, BLOCKCHAIN TECHNOLOGY, OR DECENTRALIZED FINANCE, OR IF YOU DO NOT AGREE WITH ANY PROVISION OF THESE TERMS, DO NOT ACCESS OR USE THE DIGITAL WALLET.



  1. CHANGES TO THE TERMS


    1. Right to Modify Terms and Services. The Company reserves the right to modify, update, or amend these Terms and the Services at any time, including by adding, removing, or altering features, functionalities, content, or introducing new fees or charges for future use. The Company may also update, upgrade, or modify the Digital Wallet itself, including but not limited to its APIs, user interface components, back-end infrastructure, and other technical systems, in order to enhance performance, improve security, optimize user experience, or comply with applicable legal or regulatory obligations.

    2. Notice of Changes. If we make changes to these Terms, we will update the “Last Updated” date at the top of this document. For material changes, we will use reasonable efforts to notify you, such as via e-mail and/or by placing a prominent notice on the Digital Wallet.

    3. User Obligations Regarding Changes. You acknowledge that certain updates to the Services or Digital Wallet may be necessary for continued access and functionality. The Company may temporarily suspend or restrict access to parts of the Services in order to implement such changes. You agree to accept and install any required updates and acknowledge that failure to do so may result in limited or no access to the Services. The Company is not responsible for any malfunction or inaccessibility caused by your failure to implement such updates.

    4. Acceptance of Amended Terms. Unless stated otherwise, updated Terms will take effect upon posting. Your continued use of the Services after such effective date constitutes your acceptance of the revised Terms. If you do not agree to any amended Terms, you must immediately discontinue use of the Services.


  2. REGULATORY AND SECURITIES DISCLAIMER


    1. NO OFFER OR SOLICITATION. THESE TERMS, THE DIGITAL WALLET, AND ANY INFORMATION PROVIDED BY THE COMPANY DO NOT CONSTITUTE AN OFFER TO SELL, A SOLICITATION TO BUY, OR AN OFFER TO PURCHASE ANY SECURITY, INVESTMENT PRODUCT, OR FINANCIAL INSTRUMENT. THE COMPANY IS NOT OFFERING ANY INVESTMENT OPPORTUNITY, COLLECTIVE INVESTMENT SCHEME, OR MANAGED FUND THROUGH THE DIGITAL WALLET. PARTICIPATION IN THE DIGITAL WALLET DOES NOT RESULT IN YOU BECOMING A SECURITY HOLDER OR AN INVESTOR IN ANY LEGAL SENSE. THE COMPANY IS NOT A LICENSED BROKER, DEALER, FINANCIAL ADVISOR, OR REGISTERED INVESTMENT ADVISOR.

    2. NO PERSONALIZED INVESTMENT ADVICE. YOU FURTHER UNDERSTAND THAT NOTHING IN THESE TERMS, ON THE DIGITAL WALLET, OR IN ANY COMMUNICATION FROM THE COMPANY CONSTITUTES INVESTMENT ADVICE, FINANCIAL ADVICE, TAX ADVICE, OR LEGAL ADVICE. THE COMPANY DOES NOT PROVIDE PERSONALIZED RECOMMENDATIONS REGARDING WHETHER YOU SHOULD USE ANY DIGITAL WALLET SERVICES OR EARN FEATURES. ANY INFORMATION PROVIDED ON THE DIGITAL WALLET IS GENERAL IN NATURE AND IS NOT TAILORED TO YOUR PERSONAL FINANCIAL SITUATION, INVESTMENT OBJECTIVES, OR RISK TOLERANCE. YOU SHOULD CONSULT WITH QUALIFIED FINANCIAL, TAX, AND LEGAL ADVISORS BEFORE ACCESSING THE DIGITAL WALLET OR USING ANY SERVICES.


    3. RISK WARNING. PARTICIPATION IN THE DIGITAL WALLET INVOLVES SUBSTANTIAL RISKS, INCLUDING BUT NOT LIMITED TO:

      1. LOSS OF ALL FUNDS EXPENDED IN CONNECTION WITH THE SERVICES;

      2. VOLATILITY IN THE VALUE OF DIGITAL ASSETS AND POTENTIAL INABILITY TO LIQUIDATE SUCH ASSETS;

      3. TECHNOLOGICAL RISKS, INCLUDING SMART CONTRACT VULNERABILITIES AND NETWORK FAILURES;

      4. REGULATORY AND LEGAL RISKS; AND

      5. THIRD-PARTY RISKS, INCLUDING THE RISK OF FAILURE OR DISCONTINUATION OF THIRD-PARTY PROTOCOLS AND SERVICES. PAST PERFORMANCE OF THE DIGITAL WALLET OR ANY DIGITAL ASSETS IS NOT INDICATIVE OF FUTURE RESULTS.



YOU SHOULD ONLY PARTICIPATE IN THE SERVICES IF YOU ARE PREPARED TO BEAR THE COMPLETE LOSS OF ALL FUNDS EXPENDED.


  1. ACCURACY AND TIMELINESS OF INFORMATION. WHILE THE COMPANY USES REASONABLE EFFORTS TO PROVIDE ACCURATE INFORMATION ON THE DIGITAL WALLET, THE COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY INFORMATION DISPLAYED. ALL INFORMATION IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY IS NOT LIABLE FOR ANY ERRORS, OMISSIONS, INACCURACIES, OR DELAYS IN INFORMATION, OR FOR ANY ACTIONS TAKEN BASED ON SUCH INFORMATION.


  2. REGULATORY STATUS. THE DIGITAL ASSETS FOR WHICH THIS DIGITAL WALLET MAY PROVIDE INFORMATION OR FACILITATE TRANSACTIONS MAY NOT BE REGISTERED, QUALIFIED, OR OTHERWISE APPROVED UNDER APPLICABLE SECURITIES OR OTHER FINANCIAL REGULATORY LAWS. ANY DECISIONS REGARDING INVESTMENTS OR SECURITIES SHOULD BE MADE AFTER CONSULTING WITH A QUALIFIED PROFESSIONAL.



DIGITAL WALLET OVERVIEW


  1. Digital Wallet Functionality. The Digital Wallet is a non-custodial software application (“Digital Wallet”) designed to enable Users to interact with decentralized blockchain networks and protocols. The Digital Wallet serves as a user interface through which Users may access various services and functionalities, including but not limited to swapping, trading, lending, borrowing, bridging, and other interactions with third-party decentralized protocols and smart contracts (collectively, the “Digital Wallet Services”). The specific Digital Wallet Services available may vary over time and may be added, modified, or removed by the Company at its sole discretion.


  2. Software Interface Only. The Digital Wallet is a software interface only. It does not hold, control, or manage your digital assets. All transactions initiated through the Digital Wallet are executed directly on the applicable blockchain network through third-party smart contracts, protocols, and infrastructure. The Company does not operate any blockchain network, liquidity pool, lending protocol, decentralized exchange, or other decentralized protocol accessible through the Digital Wallet.


  3. Third-Party Integrations. The Digital Wallet may integrate with or provide access to various Third-Party Services, as defined in Section 6. The availability of any particular functionality or Third-Party Service integration within the Digital Wallet does not constitute an endorsement, guarantee, or recommendation by the Company.


  4. Earn Section. The Digital Wallet may include a separate feature section designated as “Earn” (or such other name as the Company may use from time to time), which may aggregate access to certain services, protocols, yield-generation mechanisms, reward programs, and other functionalities. The Earn section is subject to additional terms, disclaimers, and restrictions as set forth in Section 4 of these Terms.


  5. Modification of Services. The Services are offered on an “as is” basis and may be subject to change or modification at any time without prior notice. The Company reserves the right to limit, restrict, modify, or discontinue the Digital Wallet or any of its functionalities, including any Digital Wallet Services or the Earn section, for any User or category of Users, for any reason, at any time.


  6. Digital Wallet Updates. Company may from time to time update, upgrade, or modify the Digital Wallet and Services to improve performance, security, user experience, or to comply with legal or regulatory requirements. You acknowledge that these updates may be necessary for continued use of the Services.



EARN OVERVIEW


  1. Earn Features. As referenced in Section 3.4, the Digital Wallet may include an Earn section that aggregates access to certain services, protocols, yield-generation mechanisms, reward programs, boost mechanics, and other functionalities (collectively, “Earn Features”). The specific Earn Features available at any given time are determined by the Company in its sole discretion and may change without notice. Earn Features are not investment products, securities, financial instruments, or deposit-taking services offered by the Company.

The Earn section may include, aggregate, or provide access to various services, mechanisms, protocols, programs, and functionalities, the nature, scope, and availability of which may change at any time at the Company’s sole discretion. Users should not assume the continuation of any particular service, feature, or mechanism within the Earn section.


  1. NO GUARANTEE OF REWARDS. NO REWARD, YIELD, RETURN, OR ECONOMIC BENEFIT OF ANY KIND IS GUARANTEED, PROMISED, OWED, OR OTHERWISE ASSURED TO ANY USER IN CONNECTION WITH THE EARN FEATURES. THE COMPANY MAKES NO COMMITMENT TO PROVIDE ANY REWARD OR YIELD AT ANY TIME. ANY PRIOR AVAILABILITY OF REWARDS DOES NOT CREATE ANY OBLIGATION, EXPECTATION, ENTITLEMENT, OR PRECEDENT FOR FUTURE AVAILABILITY.


  2. Disclaimers. The following disclaimers apply to all Earn Features available through the Digital Wallet:


    1. No Yield Guarantee. Yields, annual percentage rates, annual percentage yields, reward estimates, or any other rates or projections displayed on the Digital Wallet are indicative only and may change at any time without notice. Past distributions are not indicative of future results. Actual rewards may be zero. You may lose some or all of your digital assets used in connection with the Earn Features.

    2. No Fiduciary Relationship. The Company does not act as a fiduciary, trustee, investment manager, custodian, or advisor with respect to your use of Earn Features. No fiduciary duty, duty of care, or obligation of any kind arises between you and the Company in connection with Earn Features.

    3. No Investment Advice or Solicitation. The display of Earn Features, rates, or potential yields on the Digital Wallet does not constitute investment advice, a recommendation, an offer, or a solicitation. The Company does not evaluate or endorse any strategy or yield opportunity. You must make your own independent assessment of any Earn Feature before participating.

    4. No Investment Service, Asset Management, or Deposit-Taking. The Company does not provide investment services, portfolio management, fund management, asset management, deposit-taking, lending, or any similar regulated financial service. Earn Features do not constitute a deposit, savings, or investment product. Any digital assets you use in connection with the Earn Features may be subject to risks, including smart contract vulnerabilities, protocol failures, or loss.

    5. No Obligation to Continue. The Company may modify, suspend, or discontinue any Earn Feature or any service within the Earn section at any time, for any reason, without prior notice or liability to you. The Company has no obligation to maintain, replace, or provide an alternative to any discontinued Earn Feature.

    6. User Independence. All decisions to access, use, or participate in the Earn Features or any related functionalities are made solely by you. You are solely responsible for evaluating the risks, mechanics, and terms applicable to each Earn Feature prior to accessing, using, or participating in such Earn Features.

    7. Smart Contract and Protocol Risk. To the extent Earn Features rely on third-party smart contracts or protocols, such third-party components may contain bugs, vulnerabilities, or design flaws that may result in the partial or total loss of your digital assets. The Company has no ability to recover assets lost due to smart contract or protocol failures.

    8. Variability of Services. The services, features, and mechanisms available within the Earn section may vary over time. The Company makes no representation that any particular service, feature, or mechanism will remain available. You should not rely on the continuation of any specific aspect of the Earn section.


  3. USER ACKNOWLEDGMENT. BY USING EARN FEATURES, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU ARE NOT RELYING ON THE COMPANY FOR ANY RETURN, YIELD, OR REWARD; (II) THE COMPANY MAKES NO REPRESENTATIONS REGARDING THE SAFETY, PERFORMANCE, CONTINUITY, OR VIABILITY OF ANY EARN FEATURE OR THIRD-PARTY PROTOCOL; (III) YOU MAY LOSE ALL DIGITAL ASSETS USED IN CONNECTION WITH THE EARN FEATURES; AND (IV) THE COMPANY WILL HAVE NO LIABILITY FOR ANY LOSSES OR UNREALIZED EXPECTATIONS INCURRED THROUGH YOUR USE OF EARN FEATURES.


  4. Earn Restrictions.

    1. THE EARN SECTION AND ALL EARN FEATURES ARE NOT AVAILABLE TO, AND MAY NOT BE ACCESSED OR USED BY, ANY PERSON WHO IS A CITIZEN OR RESIDENT OF, OR LOCATED IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES, OR POSSESSIONS (EACH, A “U.S. PERSON”). BY ACCESSING ANY EARN FEATURE, YOU REPRESENT AND WARRANT THAT YOU ARE NOT A U.S. PERSON. IF YOU ARE A U.S. PERSON, YOU MUST NOT ACCESS OR USE ANY EARN FEATURE AND DO SO AT YOUR OWN RISK AND IN MATERIAL VIOLATION OF THESE TERMS.

    2. THE EARN SECTION AND ALL EARN FEATURES ARE NOT AVAILABLE TO, AND MAY NOT BE ACCESSED OR USED BY, ANY PERSON WHO IS LOCATED IN, A RESIDENT OF, OR A NATIONAL OF ANY MEMBER STATE OF THE EUROPEAN UNION OR THE EUROPEAN ECONOMIC AREA. BY ACCESSING ANY EARN FEATURE, YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, A RESIDENT OF, OR A NATIONAL OF ANY EU OR EEA MEMBER STATE. IF YOU ARE SUCH A PERSON, YOU MUST NOT ACCESS OR USE ANY EARN FEATURE AND DO SO AT YOUR OWN RISK AND IN MATERIAL VIOLATION OF THESE TERMS.

    3. YOU MUST NOT USE ANY VIRTUAL PRIVATE NETWORK (“VPN”), PROXY SERVICE, OR ANY OTHER MEANS TO CIRCUMVENT ANY GEOGRAPHIC OR ELIGIBILITY RESTRICTION APPLICABLE TO THE EARN SECTION. ANY SUCH CIRCUMVENTION CONSTITUTES A MATERIAL BREACH OF THESE TERMS AND MAY RESULT IN THE IMMEDIATE TERMINATION OF YOUR ACCESS TO THE DIGITAL WALLET.

    4. The Company may utilize IP-based geofencing, device fingerprinting, and other technical measures to enforce geographic restrictions applicable to the Earn section. The Company reserves the right to restrict, suspend, or terminate access to Earn Features for any User who is determined to have accessed them from a restricted jurisdiction or under false pretenses of eligibility, without prior notice or liability.



NON-CUSTODIAL NATURE OF THE DIGITAL WALLET


  1. NON-CUSTODIAL NATURE. THE DIGITAL WALLET IS A NON-CUSTODIAL APPLICATION. THE COMPANY DOES NOT AT ANY TIME HOLD, CONTROL, MANAGE, OR TAKE CUSTODY OF ANY USER’S DIGITAL ASSETS, PRIVATE KEYS, SEED PHRASES, PASSWORDS, OR CRYPTOGRAPHIC CREDENTIALS. YOU RETAIN SOLE AND EXCLUSIVE CONTROL OVER YOUR DIGITAL WALLET AND ALL DIGITAL ASSETS ASSOCIATED WITH IT AT ALL TIMES.


  2. Private Key Generation. The private keys and seed phrases necessary to access the digital assets held in your Digital Wallet are generated locally on your device and are not transmitted to, stored by, or accessible to the Company. The Company has no ability to initiate, execute, cancel, reverse, or otherwise control any transaction with respect to your digital assets.


  3. User Responsibility for Credentials. You are solely responsible for the safekeeping, backup, and security of your private keys, seed phrases, passwords, and all other credentials associated with your Digital Wallet. If you lose access to your credentials, the Company has no ability to recover them or restore access to your Digital Wallet or digital assets.


  4. NO ACCESS TO DIGITAL ASSETS. THE COMPANY DOES NOT HAVE AND WILL NOT HAVE ANY ACCESS TO YOUR DIGITAL ASSETS. THE COMPANY CANNOT FREEZE, SEIZE, TRANSFER, OR OTHERWISE INTERACT WITH YOUR DIGITAL ASSETS. AS THE SOLE CUSTODIAN OF YOUR PRIVATE KEYS AND DIGITAL ASSETS, YOU BEAR ALL RISK OF LOSS.


  5. Public Nature of Blockchain Transactions. You understand that your interactions with blockchain networks are public and transparent. The Company does not control and is not responsible for any information made public on a blockchain as a result of your transactions.



THIRD-PARTY SERVICES


  1. Third-Party Tools and Integrations. The Digital Wallet may integrate with or link to third-party tools, services, applications, or websites. The Company is not responsible for the functionality, security, accuracy, or legality of any third-party tools or services. You are solely responsible for evaluating and deciding whether to use any third-party Digital Wallet, service, or tool. You acknowledge that the Company does not endorse or recommend any specific third-party service. Your use of such tools is at your sole risk and subject to their respective terms and conditions. The Company disclaims all liability arising from your use of third-party tools.


  2. Blockchain Networks. The Digital Wallet interacts with public blockchain networks. The Company does not control, operate, or guarantee the functionality, security, or availability of any blockchain network. All transactions on blockchain networks are subject to the rules and protocols of those networks and are irreversible. The Company is not responsible for any blockchain network failures, delays, or errors.


  3. Integration Changes. The Company reserves the right to add, remove, or modify any third-party service integrations at any time, with or without notice. The Company will not be liable for any changes to third-party integrations or for any losses or damages resulting from such changes.


  4. DISCLAIMER OF THIRD-PARTY SERVICES. THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE FUNCTIONALITY, SECURITY, AVAILABILITY, OR RELIABILITY OF ANY THIRD-PARTY SERVICES, PROTOCOLS, OR TOOLS INTEGRATED WITH OR ACCESSIBLE THROUGH THE DIGITAL WALLET. YOUR USE OF ANY THIRD-PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE THIRD-PARTY PROVIDER. FOR THE AVOIDANCE OF DOUBT, THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN SECTION 23 OF THESE TERMS APPLY IN FULL TO ANY LOSSES ARISING FROM OR RELATED TO YOUR USE OF THIRD-PARTY SERVICES OR TOOLS.



DIGITAL WALLET INTEGRITY AND UPDATES


  1. The Company may, from time to time, update, upgrade, or modify the Digital Wallet and Services, including deploying or updating smart contracts, backend infrastructure, API integrations, Digital Wallet software, protocol connectors, and other technical components, to improve performance, security, User experience, or to comply with legal or regulatory requirements.


  2. You acknowledge that these updates may be necessary for you to continue using the Services and that Company may temporarily suspend or limit parts of the Digital Wallet, including any Digital Wallet Services or Earn Features, to implement such changes. You agree to accept and install any application or software updates that Company deems necessary to maintain access to the Services. The Company is not liable for any failure, degradation, or unavailability of the Services if you do not implement or use the latest updates provided.



APPLICABLE FEES AND MONITORING


  1. Monitoring Rights. Although the Company is not obligated to monitor access to or participation in the Services, it has the right to do so for the purpose of operating the Services, to ensure compliance with the Terms, and to comply with applicable law or other legal requirements.


  2. Fee Schedule. The Company reserves the right to charge fees for the use of the Services or the Digital Wallet. Fee amounts will be determined at the Company's sole discretion. If fees apply, you will be informed of the applicable amounts prior to incurring them. The Company may introduce new features that require additional fees or adjust existing pricing at any time. Any changes to pricing will be communicated to you in advance. By continuing to access or use the Services after such changes, you acknowledge and agree to the updated pricing.


  3. Subscriptions. Certain features or functionality of the Digital Wallet may be made available for a fee on a subscription basis ("Subscription"). If you purchase a Subscription, you agree to pay all applicable fees and charges disclosed to you at the time of purchase, and you authorize the Company to charge your selected payment method on a recurring basis in accordance with the subscription plan you select (e.g., monthly) until you cancel. Subscriptions automatically renew unless canceled prior to the end of the then-current billing period. You may cancel your Subscription at any time through the Digital Wallet or as otherwise made available by the Company; cancellation will take effect at the end of the current billing period. Except where required by applicable law, Subscription fees are non-refundable and no refunds or credits will be provided for partial billing periods or unused access time. The Company may change Subscription fees upon reasonable notice; any changes will take effect for the next billing period following such notice. If payment is not successfully processed or your payment method is invalid, the Company may suspend or terminate your access to Subscription features.


  4. Third-Party Transaction Fees. Transactions executed through the Digital Wallet may cause you to incur third-party fees, including blockchain gas fees, network fees, and fees charged by Third-Party Services. Fee estimates displayed on the Digital Wallet are approximations only and may not reflect actual costs incurred in broadcasting a transaction for execution on the applicable blockchain network. Additionally, third-party wallet providers or blockchain networks may impose their own fees.



THE COMPANY IS NOT RESPONSIBLE FOR ANY FEES CHARGED BY A THIRD PARTY. DUE TO THE NATURE OF DISTRIBUTED, PUBLIC BLOCKCHAINS, TRANSACTIONS ARE NON-REFUNDABLE AND THE COMPANY IS NOT ABLE TO ALTER, REVERSE, OR MITIGATE ANY SUCH FEES.


  1. Failed Transactions. In certain cases, your transactions may not be successful due to an error with the blockchain network or the Digital Wallet, or due to changes in the distributed blockchain environment, including spikes in demand for block space or network congestion.


THE COMPANY ACCEPTS NO RESPONSIBILITY OR LIABILITY TO YOU FOR ANY SUCH FAILED TRANSACTIONS, OR ANY TRANSACTION OR GAS FEES THAT MAY BE INCURRED BY YOU IN CONNECTION WITH SUCH FAILED TRANSACTIONS.


  1. Tax Obligations. You bear sole responsibility for reporting and paying any and all taxes, duties, and assessments claimed or imposed by any governmental authority in connection with your use of the Digital Wallet and the Services. Blockchain-based transactions are novel, and their tax treatment may be uncertain. The Company does not withhold or report any amounts to tax authorities on your behalf.



USER ELIGIBILITY


  1. Eligibility Requirements. You represent and warrant that: (i) you are at least 18 years of age (or the age of legal majority in your jurisdiction); (ii) you have the legal capacity to enter into binding contracts; (iii) you are not a Prohibited Person (as defined below); (iv) you are not using the Digital Wallet from a Prohibited Jurisdiction (as defined below); (v) your use of the Digital Wallet complies with all applicable laws and regulations in your jurisdiction; and (vi) you have the authority to bind yourself to these Terms.


  2. For the purpose of these Terms, “Prohibited Person” is any person or entity that is:


    Listed on:


  1. Any United States Government list of prohibited or restricted parties, including the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce Denied Persons List or Entity List;


  2. The European Union consolidated list of persons, groups and entities subject to financial sanctions;


  3. The United Kingdom Consolidated List of Financial Sanctions Targets; or


  4. Identified as a “politically exposed person” under applicable anti-money laundering laws and regulations;

  5. Located or organized in any United States embargoed countries or any country that has been designated by the United States Government as “terrorist supporting;”


  6. A citizen, resident, or organized in, the following jurisdictions (“Prohibited Jurisdictions”): Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Crimea, Ethiopia, Guinea-Bissau, Iran, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea, Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine (Donetsk and Luhansk regions), Venezuela, Yemen, Zimbabwe;


  7. Otherwise a party with which the Company is prohibited to deal under the laws of the United States, the European Union (or any of its Member States), the United Kingdom; or


  8. Owned or controlled by such persons or entities listed in (a)-(c).


  • ADDITIONAL REQUIREMENTS FOR EARN FEATURES. YOUR ACCESS TO AND USE OF THE EARN FEATURES ARE SUBJECT TO THE ADDITIONAL TERMS, LIMITATIONS, AND DISCLAIMERS SET FORTH IN SECTION 4 OF THESE TERMS, WHICH SHALL PREVAIL IN THE EVENT OF ANY CONFLICT WITH THIS SECTION 9.


  • Responsibility to Comply. You are solely responsible for ensuring that your use of the Digital Wallet complies with the eligibility requirements set forth in this Section 9. By using the Digital Wallet, you acknowledge and agree that you meet all eligibility requirements and that your use of the Digital Wallet is lawful in your jurisdiction. The Company may verify your eligibility through identity verification procedures, Know Your Customer checks, or other means. The Company reserves the right to verify your eligibility at any time by requesting information or documentation. You must cooperate fully with any such verification requests. Failure to meet these requirements may result in suspension or termination of your account.


  • Changes in Circumstances. You must immediately notify the Company if your circumstances change such that you no longer meet the eligibility requirements set forth in this Section 9. Failure to notify the Company of any change in eligibility may result in suspension or termination of your account without liability to the Company.


  • No Warranty of Eligibility Assessment. The Company’s provision of access to the Digital Wallet does not constitute a warranty that you are eligible to use it. The Company may discover at any time that you are a Prohibited Person or are using the Digital Wallet from a Prohibited Jurisdiction, in which case the Company may immediately suspend or terminate your access.


  • No Circumvention. By using the Services, you certify that you are not using VPNs, proxies, or other means to mask your identity or location in order to circumvent the eligibility requirements set forth in this Section 9. By accessing and using the Service, you confirm that you are following these eligibility restrictions and that you will not attempt to bypass them through any unauthorized means.



ENFORCEMENT MEASURES. THE COMPANY MAY UTILIZE CERTAIN TOOLS, SUCH AS IP-BASED GEOFENCING, TO ENFORCE THE ABOVE RESTRICTIONS. IF WE DISCOVER THAT YOU HAVE ACCESSED THE SERVICES FROM A PROHIBITED JURISDICTION OR UNDER FALSE PRETENSES OF ELIGIBILITY, WE MAY TERMINATE YOUR ACCESS TO THE DIGITAL WALLET AND THE SERVICES IMMEDIATELY.



  1. IDENTITY VERIFICATION AND KYC


    1. Right to Implement Verification. The Company reserves the right, at any time and in its sole discretion, to implement identity verification procedures, including but not limited to Know Your Customer (“KYC”), Anti-Money Laundering (“AML”), and Counter-Terrorism Financing (“CTF”) checks, as part of the registration process, ongoing account maintenance, or upon the occurrence of certain triggering events. The Company may engage third-party identity verification service providers to conduct such checks on its behalf.


    2. User Obligations. Upon the Company’s request, each User must promptly provide any and all information and documentation required by the Company for identity verification purposes, including but not limited to:

      1. Government-issued photo identification (passport, national ID card, or driver’s license);

      2. Proof of residential address (utility bill, bank statement, or government correspondence dated within the last three months);

      3. Selfie or live photo verification;

      4. Source of funds or source of wealth documentation; and

      5. Any other information or documentation that the Company may reasonably require. 



All information and documentation provided must be true, accurate, complete, and not misleading.


  1. Consequences of Non-Compliance. If a User fails or refuses to complete the identity verification process, provide requested documentation, or if the information provided is determined to be false, inaccurate, incomplete, or misleading, the Company may, at its sole discretion and without prior notice:

    1. Suspend or restrict the User’s access to the Services, in whole or in part;

    2. Permanently terminate the User’s account;

    3. Delay, deny, restrict, or discontinue access to certain Services, features, or incentives; and

    4. Take any other action that the Company deems necessary or appropriate to comply with applicable laws and regulations or to protect the integrity of the Digital Wallet and its Users. 

The Company will not be liable for any losses, damages, or claims arising from such actions.


  1. Ongoing Monitoring. The Company reserves the right to conduct ongoing monitoring of User accounts, transactions, and activities, and to request additional or updated verification documentation at any time. Users agree to cooperate fully with any such requests.



EUROPEAN UNION USERS


  1. Voluntary Access. If you are a resident, domiciliary, or national of a Member State of the European Union or the European Economic Area, you expressly acknowledge and agree that your decision to access and use the Digital Wallet is made entirely on your own initiative, without any prior solicitation, marketing, promotion, or direct communication from the Company or any party acting on its behalf. Your access to the Digital Wallet constitutes a reverse solicitation within the meaning of applicable European Union regulations.


  2. No Active Marketing. The Company does not actively solicit, advertise, promote, or market the Services to persons within the European Union or the European Economic Area. The Company has not taken any action, directly or through any agent, intermediary, or affiliate, that would constitute an offer, promotion, or marketing of services within the European Union under the Markets in Crypto-Assets Regulation (“MiCA”), the Markets in Financial Instruments Directive, or any other applicable European Union legislation. The Company does not hold a Crypto-Asset Service Provider (“CASP”) authorization under MiCA or any equivalent national authorization in any European Union or the European Economic Area Member State.


  3. User Representations. By accessing the Digital Wallet from within the European Union or the European Economic Area, you hereby represent, warrant, and confirm that:


    1. Your use of the Services is based exclusively on your own unsolicited request and initiative;

    2. You are acting on your own behalf and not as an agent, nominee, or representative of any third party;

    3. You have not been solicited, invited, or encouraged by the Company or any person acting on the Company’s behalf to access or use the Digital Wallet;

    4. You understand that the Company does not hold a CASP authorization or any equivalent regulatory license within the European Union or the European Economic Area, and that the Services may not benefit from the protections afforded to users of authorized CASPs under MiCA;

    5. You have obtained or have had the opportunity to obtain independent legal and financial advice regarding your use of the Digital Wallet; and

    6. You acknowledge and accept all risks associated with accessing and using an unregulated Digital Wallet. These representations are made in writing and are intended to comply with applicable European Union regulations concerning reverse solicitation.


  4. Additional Documentation. The Company may, at its discretion and where required by law, request additional documentation from Users to verify the unsolicited nature of their access to the Digital Wallet. Failure to provide such documentation upon request may result in the suspension or termination of the User’s access to the Services.



USER’S REPRESENTATIONS AND WARRANTIES


  1. General Representations. By accessing or using the Digital Wallet or Services, you represent and warrant, at all times during your use, that:


    1. You meet all eligibility requirements set forth in Section 9 of these Terms;

    2. All information you provide to the Company is true, accurate, complete, and not misleading;

    3. You are aware of and understand the risks associated with blockchain technology, digital assets, and decentralized networks;

    4. You have the full right, power, and authority to enter into and comply with these Terms;

    5. Your use of the Digital Wallet and Services complies with all applicable laws, rules, and regulations, including those relating to anti-money laundering, anti-corruption, counter-terrorism financing, economic sanctions, securities, commodities, tax, and data protection;

    6. You will not use VPNs, proxies, or any similar methods to attempt to circumvent any access restrictions or to conceal your identity, location, or jurisdiction;

    7. You will not engage in or facilitate any activity that interferes with, disrupts, harms, or otherwise negatively affects the integrity or performance of the Digital Wallet or any blockchain networks connected to it;

    8. All information and documents you provide to the Company are true, accurate, complete, and not misleading, and you will promptly update such information if it becomes outdated or incorrect;

    9. You are not relying on the Company or any of its affiliates for legal, tax, financial, investment, or other professional advice. You understand that the Services are provided solely as described in these Terms and do not constitute investment advice or a financial product offering;

    10. 12.1.10.You understand that past performance does not guarantee future results;

    11. 12.1.11.You have reviewed and understand these Terms, the Privacy Policy, and any other relevant documentation;

    12. 12.1.12.You are responsible for any and all taxes, duties, and governmental assessments that you are liable for as a result of your use of the Services or any transactions you conduct via the Digital Wallet. Company has no responsibility to withhold or report any amounts to tax authorities, and it is your obligation to report and pay any applicable taxes in the jurisdiction relevant to you.

    13. 12.1.13.Your use of the Services and any content or data you submit or upload does not infringe or violate the intellectual property rights, privacy rights, or any other legal rights of any third party;

    14. 12.1.14.You will not interfere with or attempt to gain unauthorized access to any part of the Services, other Users’ Digital Wallets, or any related systems or networks;

    15. 12.1.15.You acknowledge and accept that a breach of any of the above representations and warranties may result in the immediate restriction, suspension, or termination of your access to the Digital Wallet and Services.


  2. Ongoing Accuracy. You represent and warrant that all representations and warranties set forth herein will remain true and accurate throughout your use of the Digital Wallet. You must immediately notify the Company if any representation or warranty becomes untrue or inaccurate.



PROHIBITED ACTIVITIES


  1. You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions, or you have our written permission to do so:

    1. Violate any applicable law, regulation, or governmental policy in any jurisdiction, including laws relating to anti-money laundering, counter-terrorism financing, sanctions, securities, commodities, tax, fraud, or money transmission;

    2. Use the Services in connection with any illegal activity, including money laundering, terrorist financing, tax evasion, or sanctions evasion;

    3. Engage in market manipulation, including wash trading, spoofing, layering, front-running, or any similar activity;

    4. Access the Digital Wallet from a Prohibited Jurisdiction or as a Prohibited Person, or assist any Prohibited Person in accessing the Services;

    5. Use VPNs, proxy services, or any other means to circumvent, remove, alter, deactivate, or thwart any geographic or eligibility restriction or any technological measure or content protection of the Services;

    6. Download, modify, copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, or offer for sale any information obtained from or through the Services, except for temporary files automatically cached by your browser for display purposes or as otherwise expressly permitted in these Terms;

    7. Duplicate, decompile, reverse engineer, disassemble, or decode the Services or any underlying code or algorithm, or attempt to do any of the same;

    8. Use, reproduce, or remove any copyright, trademark, service mark, trade name, logo, or other proprietary notation displayed on or through the Services;

    9. Use any robot, spider, crawler, scraper, or other automated device, process, or software to access, monitor, extract, copy, or collect information or data from the Services, or engage in any manual process to do the same;

    10. Use automation software, bots, hacks, modifications, or any other unauthorized third-party software designed to modify or interact with the Services;

    11. Access or use the Services in any manner that could disable, overburden, damage, disrupt, or impair the Digital Wallet or interfere with any other party's access to or use of the Services;

    12. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Services or any connected systems, networks, Digital Wallets, accounts, or protocols;

    13. Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful into the Digital Wallet or any connected systems;

    14. Exploit the Services for any unauthorized commercial purpose, including communicating or facilitating any commercial advertisement or solicitation;

    15. Use the Services with funds or digital assets that are not lawfully obtained;

    16. Submit, transmit, or display any content that is unlawful, defamatory, obscene, threatening, abusive, harassing, harmful, hateful, deceptive, or otherwise objectionable, or use the Services to incite, organize, promote, or facilitate violence, criminal activity, or harmful activities;

    17. Infringe any proprietary rights, including copyrights, patents, trademarks, trade secrets, or privacy and publicity rights of the Company or any third party; or

    18. Access or use the Services in any way not expressly permitted by these Terms.


  2. Suspension and Termination for Prohibited Activities. The Company may immediately suspend or terminate your account if the Company suspects or determines that you have engaged in any Prohibited Activity. The Company will not be liable for any losses, damages, or claims arising from such suspension or termination.



USER’S RIGHT TO USE SERVICES


  1. Limited License. The Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Digital Wallet and Services solely for your personal, non-commercial use and in compliance with these Terms. This license does not permit you to: (i) modify or create derivative works of the Digital Wallet; (ii) copy, distribute, sublicense, or transfer the Digital Wallet; (iii) reverse engineer or decompile any software or smart contracts associated with the Digital Wallet; or (iv) use the Digital Wallet for any commercial purpose without the Company’s express written consent.


  2. Restrictions. You may not rent, lease, lend, sell, transfer, or otherwise dispose of the Digital Wallet or any right to use it. You may not use the Digital Wallet in any way that violates any law, regulation, or these Terms. You may not use the Digital Wallet to harm the Company, the Digital Wallet, other Users, or any third party.


  3. Official Channels. The Company may maintain official social media accounts, messaging channels, community groups, or other online presences in connection with the Digital Wallet (collectively, “Official Channels”). Any Official Channels will be identified as such by the Company. The Company is not responsible for any content, communications, or information circulated through unofficial channels, third-party groups, or accounts purporting to represent the Company or the Digital Wallet that have not been expressly authorized by the Company. You are encouraged to rely only on information published through Official Channels or the Digital Wallet itself. The Company reserves the right to establish, modify, or discontinue any Official Channel at any time and without notice.



GENERAL DISCLAIMER OF SERVICES


  1. DISCLAIMER OF WARRANTIES. THE DIGITAL WALLET AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND TITLE. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE DIGITAL WALLET, THE SERVICES, ANY THIRD-PARTY TOOLS OR SERVICES, OR ANY INFORMATION, CONTENT, OR MATERIALS MADE AVAILABLE THROUGH THE DIGITAL WALLET. THE COMPANY DOES NOT WARRANT THAT THE DIGITAL WALLET WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL CODE. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE DIGITAL WALLET WILL RESULT IN THE ACQUISITION OF ANY REWARDS OR THAT ANY REWARDS WILL HAVE ANY PARTICULAR VALUE. THE DISCLAIMERS SET FORTH IN THIS SECTION 15 APPLY TO ALL ASPECTS OF THE DIGITAL WALLET AND SERVICES, INCLUDING ANY REPRESENTATIONS AND WARRANTIES MADE BY THE USER PURSUANT TO SECTION 12 OF THESE TERMS.


  2. USE AT YOUR OWN RISK. YOUR USE OF THE DIGITAL WALLET AND SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED THESE TERMS, THE PRIVACY POLICY, AND ANY OTHER RELEVANT DOCUMENTATION, AND THAT YOU UNDERSTAND THE RISKS ASSOCIATED WITH THE DIGITAL WALLET AND SERVICES. YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM YOUR USE OF THE DIGITAL WALLET AND SERVICES.


  3. ASSUMPTION OF RISK. BY ACCESSING AND USING THE DIGITAL WALLET, YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND, AND ASSUME ALL RISKS DESCRIBED IN THESE TERMS, INCLUDING BUT NOT LIMITED TO THE RISKS SET FORTH IN SECTIONS 2, 3, 4, 6, 16 AND 17. YOU AGREE THAT THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES ARISING FROM THE RISKS YOU HAVE ASSUMED HEREUNDER.



BLOCKCHAIN AND SMART CONTRACT RISKS


  1. By using the Digital Wallet, you acknowledge the inherent risks associated with blockchain technology, cryptocurrencies, and smart contracts. Transactions undertaken via the Digital Wallet are executed on decentralized blockchain networks, and Company has no control over these networks. Once a transaction is submitted to a blockchain, Company cannot cancel or modify it. The operation of blockchain networks is outside Company’s control, and they are subject to various risks:


    1. Irreversibility. Transactions on a blockchain are generally irreversible. If you send digital assets to the wrong address or if an unauthorized transaction is executed from your Digital Wallet, you may lose those assets permanently. Company is not responsible for any losses due to mistaken or unauthorized transactions;


    2. Smart Contract Vulnerabilities. The Digital Wallet may include smart contracts that run on a blockchain. Smart contracts may have vulnerabilities, bugs, or programming errors that could be exploited, leading to partial or complete loss of funds or assets. By using the Digital Wallet, you assume all risks associated with interacting with smart contracts. Company cannot guarantee the security or error-free operation of the smart contract code;


    3. Blockchain Disruptions. Blockchain networks might experience network congestion, high transaction fees (gas fees), reduced speed, or even temporary forks or failures. A surge in activity could delay your transactions or make them more expensive. In extreme cases, vulnerabilities or coordinated attacks could undermine the normal operation of a blockchain. Company is not responsible for any issues or losses arising from blockchain network problems or attacks;


    4. Cryptographic Risks. The underlying cryptography of blockchain networks is generally secure but not infallible. Advances in quantum computing or new cryptographic attacks may pose a risk to blockchain systems, potentially leading to theft or loss of assets if underlying cryptographic assumptions are broken. You acknowledge these potential future risks as well.


  2. COMPANY DISCLAIMS LIABILITY FOR ANY TECHNOLOGICAL PROBLEMS OR SECURITY BREACHES ASSOCIATED WITH THE BLOCKCHAIN INFRASTRUCTURE OR SMART CONTRACTS USED IN CONNECTION WITH THE SERVICES. COMPANY CANNOT BE HELD LIABLE FOR SOFTWARE BUGS, HACKING INCIDENTS, OR ANY OTHER ISSUES INHERENT IN BLOCKCHAIN TECHNOLOGY (INCLUDING ANY LOSS OF DIGITAL ASSETS).



CRYPTOCURRENCY AND DIGITAL ASSET RISKS


  1. Engaging with cryptocurrencies involves significant risks. By using the Digital Wallet, you expressly acknowledge and assume the following risks (among others):


    1. Risk of losing access to cryptocurrency due to slashing, loss of private keys, third-party service provider error or purchaser error;

    2. Risk of mining or blockchain attacks;

    3. Risk of hacking and security weaknesses;

    4. Risk of unfavorable regulatory intervention in one or more jurisdictions;

    5. Risk related to token taxation;

    6. Risk of personal information disclosure;

    7. Risk of uninsured losses;

    8. Risk of volatility;

    9. Risk of liquidity;

    10. Risk of regulatory uncertainty; 

    11. Risk of Digital Wallet failure; and

    12. Unanticipated risks.


  2. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE A SUFFICIENT UNDERSTANDING OF THE FUNCTIONALITY, USAGE, STORAGE, TRANSMISSION MECHANISMS AND INTRICACIES ASSOCIATED WITH CRYPTOGRAPHIC TOKENS, NFTS, AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. YOU ASSUME ALL RISKS RELATED TO THE ABOVE AND OTHER INHERENT RISKS ASSOCIATED WITH DIGITAL ASSETS AND BLOCKCHAIN TECHNOLOGY. COMPANY WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR LIABILITY ARISING FROM THESE RISKS.



NO INVESTMENT ADVICE; NO BROKERAGE


  1. Informational Purposes Only. All information and content provided by Company via the Digital Wallet are for informational and community purposes only. Company is not providing advice or recommendations about any digital asset, investment, or trading strategy. Nothing on the Digital Wallet should be construed as professional investment, financial, legal, or tax advice. You should consult qualified professionals for advice tailored to your situation.


  2. No Brokerage or Fiduciary Relationship. You acknowledge that Company is not acting as your broker, intermediary, agent, or advisor, or in any fiduciary capacity. Company does not execute transactions on your behalf – we merely provide the tools for you to engage with the blockchain directly. All decisions to buy, sell, hold, or utilize digital assets are made solely by you. You are responsible for determining the appropriateness of any transaction or strategy based on your own objectives and risk tolerance.


  3. No Investment or Trading Advice. Company does not:

    1. Provide investment or trading advice;

    2. Conduct any analysis of digital assets for you as to their suitability; or

    3. Make any statements as to the merit or expected outcome of buying or selling any token.


  4. No Reliance on Company Statements. Any trading or investment decisions that you make are at your own risk. If Company or its representatives do provide any market-related or project-related commentary, such information is provided merely for transparency and not for the purpose of influencing any investment decision.



NO WARRANTY ON CONTENT OR SOFTWARE


  1. Content Provided on an “As Is” Basis. All content on the Digital Wallet, including information about digital assets, protocols, yield estimates, and other information, is provided on an “as is” basis without any warranty. The Company does not warrant the accuracy, completeness, timeliness, or reliability of any content. The Company is not liable for any errors, omissions, inaccuracies, or delays in content.


  2. Software and Code. All software, code, and smart contracts associated with the Digital Wallet are provided on an “as is” basis without warranty. The Company does not warrant that any software, code, or smart contract will be error-free, secure, or free from vulnerabilities. The Company is not liable for any losses or damages resulting from software failures, bugs, vulnerabilities, or exploits.


  3. Third-Party Content. The Digital Wallet may contain or link to content provided by third parties. The Company does not warrant the accuracy, completeness, or reliability of any third-party content. The Company is not responsible for any third-party content and disclaims all liability arising from such content.



INTELLECTUAL PROPERTY OWNERSHIP


  1. Company Intellectual Property. All intellectual property rights in the Digital Wallet, including but not limited to trademarks, logos, copyrights, patents, and trade secrets, are owned by or licensed to the Company. You may not use, copy, modify, or distribute any of the Company’s intellectual property without the Company’s express written consent.


  2. User License Grant. By submitting any User content, feedback, suggestions, or ideas to the Company, you grant the Company a non-exclusive, royalty-free, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute such content without attribution or compensation to you.


  3. Respect for Intellectual Property. You agree not to infringe on the intellectual property rights of the Company or any third party. If you believe that your intellectual property rights have been infringed, you may contact the Company at the contact information provided in Section 26.9 of these Terms.



NO REFUNDS


  1. General No-Refund Policy. All payments, fees, or digital asset transfers made by Users in connection with their use of the Digital Wallet, including but not limited to transaction fees, protocol interactions, or any optional paid features, are final and non-refundable. Once initiated or confirmed on a blockchain network, transactions cannot be reversed, cancelled, or recovered by the Company, except as required by applicable mandatory law.


  2. Acknowledgment of Blockchain Irreversibility and Risk. By interacting with the Digital Wallet, you acknowledge and agree that: (i) transactions executed via blockchain networks are inherently irreversible and final; (ii) the Company has no ability to reverse, modify, or cancel any transaction once submitted to the network; (iii) any outcomes, including but not limited to rewards, incentives, or returns associated with digital asset activity, are not guaranteed and may vary; and (iv) the Company shall not be liable for any losses, damages, or dissatisfaction arising from your use of the Digital Wallet or interaction with any third-party protocols.


  3. Third-Party Fees and Protocol Interactions. The Digital Wallet may facilitate interactions with third-party protocols that may impose fees, slippage, or other costs. The Company does not control and is not responsible for such fees or outcomes. All such transactions are executed at your own risk and are non-refundable.


  4. Modifications or Discontinuation of Services. In the event that any part of the Digital Wallet or its features are modified, suspended, or discontinued, no refunds, credits, or compensation will be provided for any prior use, fees incurred, or changes in functionality, except as required by applicable mandatory law.


  5. Discretionary Incentives. Any rewards, incentives, or similar benefits that may be distributed by the Company are provided at its sole discretion, may be modified or discontinued at any time, and do not create any obligation to provide refunds, compensation, or equivalent value.



TERMINATION AND SUSPENSION


  1. Company’s Right to Terminate. The Company may, in its sole discretion, suspend, restrict, or terminate your access to the Services or certain features of the Services at any time, with or without prior notice, for any reason, including but not limited to if we suspect or determine that:


    1. You have violated any provision of these Terms or have otherwise engaged in unlawful or improper use of the Digital Wallet;

    2. You provided any incomplete, incorrect or false information to us;

    3. You have failed to provide the requested verification documentation within the timeframe specified by the Company;

    4. Your use of the Services poses a security risk or may subject Company or any third party to liability;

    5. Your account has been associated with suspicious, fraudulent, or potentially illegal activity;

    6. We reasonably believe that continued provision of Services to you may cause harm to the Company, the Digital Wallet, other Users, or any third party;

    7. You are a Prohibited Person or are using the Services from a Prohibited Jurisdiction as described above; or

    8. We are unable to continue providing Services to you due to legal or regulatory reasons.


  2. Actions Upon Suspension or Termination. Upon suspension or termination, the Company may:

    1. Immediately disable your access to the Digital Wallet;

    2. Cancel any pending transactions;

    3. Retain any data, records, or information related to your account as required by applicable law; and

    4. Take any other action the Company deems necessary.


  3. User-Initiated Termination. You may terminate these Terms at any time by ceasing all use of the Services. If you wish to ensure complete termination, you should also uninstall or remove the Digital Wallet application from your device and revoke any permissions your wallet may have granted to smart contracts, using your wallet interface or any applicable third-party revocation tool.


  4. Effects of Termination. Upon any termination of these Terms for any reason:

    1. Any rights and licenses granted to you under these Terms will immediately cease;

    2. You will stop using the Services; and

    3. Any pending requests, feature interactions, or off-chain processes initiated through the Digital Wallet interface may be delayed, restricted, or discontinued. The Company does not have the ability to cancel, reverse, or modify blockchain transactions once submitted to the network.


  5. Survival. Termination of these Terms will not affect any right or obligation which, by its nature or express terms, should survive, including but not limited to Sections 2 (Regulatory and Securities Disclaimer), 4.3 (No Guarantee of Rewards), 5 (Non-Custodial Nature of the Digital Wallet), 6 (Third-Party Services), 8.6 (Tax Obligations), 12 (User's Representations and Warranties), 15 (General Disclaimer of Services), 16 (Blockchain and Smart Contract Risks), 17 (Cryptocurrency and Digital Asset Risks), 18 (No Investment Advice), 19 (No Warranty on Content or Software), 20 (Intellectual Property Ownership), 21 (No Refunds), 23 (Limitation of Liability), 24 (Indemnification), 25 (Governing Law and Dispute Resolution), and 26 (Miscellaneous).


  6. No Liability for Termination. The Company will not be liable to you or any third party for any suspension, restriction, or termination of your access to the Services pursuant to this Section 22. Termination of your access will not release you from any liability or obligation incurred prior to such termination.



LIMITATION OF LIABILITY


  1. CONSEQUENTIAL DAMAGES EXCLUSION. IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE, OR OTHER INTANGIBLE LOSSES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


  2. LIABILITY CAP. EXCEPT AS REQUIRED BY MANDATORY APPLICABLE LAW, THE COMPANY’S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE DIGITAL WALLET, OR THE SERVICES, REGARDLESS OF THE FORM OR THEORY OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), SHALL NOT EXCEED THE LESSER OF:

    1. ONE HUNDRED U.S. DOLLARS (USD $100); OR

    2. THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.


  3. EXCLUSION FOR CERTAIN LOSSES. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES ARISING FROM OR RELATED TO:

    1. BLOCKCHAIN NETWORK FAILURES, DELAYS, OR ERRORS;

    2. SMART CONTRACT VULNERABILITIES, EXPLOITS, OR FAILURES;

    3. DIGITAL ASSET PRICE FLUCTUATIONS OR MARKET CONDITIONS;

    4. THE ACTIONS OR OMISSIONS OF THIRD PARTIES;

    5. YOUR LOSS OF PRIVATE KEYS OR SEED PHRASES; OR

    6. YOUR VIOLATION OF THESE TERMS OR ANY APPLICABLE LAW.


  4. NO LIABILITY FOR THIRD-PARTY SERVICES. THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR CLAIMS OF ANY KIND ARISING FROM YOUR USE OF, OR INABILITY TO USE, ANY THIRD-PARTY SERVICES, PROTOCOLS, DIGITAL WALLETS, OR TOOLS, INCLUDING BUT NOT LIMITED TO DIGITAL WALLET PROVIDERS, THIRD-PARTY SWAP PROVIDERS, BLOCKCHAIN NETWORKS, DECENTRALIZED PROTOCOLS, OR OTHER APPLICATIONS OR INFRASTRUCTURE NOT OPERATED BY THE COMPANY.


  5. ACKNOWLEDGMENT AND ACCEPTANCE OF LIMITATION. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 23 IS A MATERIAL INDUCEMENT FOR THE COMPANY TO PROVIDE THE DIGITAL WALLET AND SERVICES. IF THE LIMITATION OF LIABILITY IS FOUND TO BE UNENFORCEABLE FOR ANY REASON, THEN THE MAXIMUM LIABILITY OF THE COMPANY SHALL BE LIMITED TO THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW.



INDEMNIFICATION


  1. Indemnification Obligation. You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, successors, and assigns (collectively, “Indemnitees”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

    1. Your use or misuse of the Services or any part of the Digital Wallet;

    2. Your violation of any provision of these Terms, any of the Company’s incorporated policies or any applicable law or regulation;

    3. Your use of the Services in any unauthorized, illegal, or abusive manner;

    4. Any attempt by you to circumvent geographic restrictions through VPNs, proxies, anonymizers, or other technical means;

    5. Any false or misleading information provided by you, including regarding your identity, location, or eligibility to use the Services;

    6. Your infringement or violation of any rights of a third party, including any intellectual property rights or privacy rights, through your use of the Digital Wallet or any content you submit; or

    7. Any fraud, negligence, or willful misconduct committed by you.


  2. Duty to Defend. You agree to promptly notify the Company of any claim or demand for which indemnification is sought, to cooperate fully with the Company in the defense of any such claim, and to allow the Company to assume the defense and control of any claim (including settlement negotiations), provided that the Company agrees to keep you informed of all developments and agrees not to settle any claim without your prior written consent (not to be unreasonably withheld).


  3. No Indemnification for Company Negligence. Notwithstanding the foregoing, you shall have no indemnification obligation for any claims arising solely and directly from the Company’s gross negligence, willful misconduct, or violation of applicable law.


  4. RELEASE AND WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY RELEASE, DISCHARGE, AND HOLD HARMLESS THE COMPANY AND THE INDEMNITEES FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, LOSSES, DAMAGES, COSTS, AND LIABILITIES OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH:

    1. YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE DIGITAL WALLET OR ANY SERVICES;

    2. ANY INTERACTIONS WITH BLOCKCHAIN NETWORKS OR THE EXECUTION, FAILURE, OR DELAY OF ANY TRANSACTIONS;

    3. ANY INTERACTIONS WITH THIRD-PARTY PROTOCOLS, INCLUDING BUT NOT LIMITED TO SWAP, LENDING, BRIDGING, OR OTHER DEFI FUNCTIONALITIES;

    4. ANY DIGITAL ASSETS, INCLUDING ANY LOSS OF VALUE, VOLATILITY, OR LOSS OF ACCESS;

    5. ANY SMART CONTRACTS, INCLUDING THEIR OPERATION, FAILURE, OR VULNERABILITIES;

    6. ANY REWARDS, INCENTIVES, OR OTHER BENEFITS THAT MAY BE MADE AVAILABLE THROUGH THE DIGITAL WALLET, INCLUDING ANY CHANGES, REDUCTIONS, OR DISCONTINUATION THEREOF; OR

    7. ANY ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING BLOCKCHAIN NETWORK OPERATORS, WALLET PROVIDERS, LIQUIDITY PROVIDERS, OR OTHER INFRASTRUCTURE OR SERVICE PROVIDERS.



YOU EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE UNDER ANY STATUTE, REGULATION, OR COMMON LAW PRINCIPLE OF ANY JURISDICTION THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO CLAIMS KNOWN OR SUSPECTED AT THE TIME OF ACCEPTANCE OF THESE TERMS.

YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH YOU CURRENTLY KNOW OR BELIEVE TO BE TRUE, AND YOU AGREE THAT THIS RELEASE SHALL REMAIN IN FULL FORCE AND EFFECT NOTWITHSTANDING THE DISCOVERY OF SUCH ADDITIONAL OR DIFFERENT FACTS.


  1. GOVERNING LAW AND DISPUTE RESOLUTION

    1. Governing Law. These Terms and any disputes arising out of or related to these Terms, the Services, or the Digital Wallet will be governed by and construed in accordance with the laws of the Republic of Panama, without regard to its conflict of law provisions.

    2. Informal Dispute Resolution. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including, without limitation, any court action, after first allowing the receiving party 30 days in which to respond.

    3. Condition Precedent. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration or litigation against the other party.

    4. Arbitration. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Services, any use or access or lack of access thereto, and any other usage of the Digital Wallet, will be resolved by arbitration, including threshold questions of arbitrability of the Claim.

    5. Arbitration Rules. You and the Company agree that any Claim, including those not of a contractual nature, arising out of, related to, or connected to the Services, the Digital Wallet, or otherwise, will be settled by the Centro de Conciliación y Arbitraje de Panamá under its arbitration rules in force at the time of submission of the notice of arbitration (“Rules”). The seat of arbitration will be Panama City, Republic of Panama. The language of arbitration will be English. The arbitration will be conducted by a sole arbitrator, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The parties agree that the arbitral award will be final and binding upon them and may be enforced in any court of competent jurisdiction. The arbitration proceedings and all related materials will remain strictly confidential.

    6. Costs. Each party will bear its own fees and costs of arbitration, including its share of the arbitration fees, such as filing, administration, and arbitrator fees, as required by the Rules. The arbitrator may award fees and costs to the prevailing party in accordance with applicable law.

    7. CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH AGREE THAT ALL DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN OR TO BRING A CLASS ACTION OR CLASS-WIDE ARBITRATION AGAINST THE OTHER PARTY. THE ARBITRATOR DOES NOT HAVE THE AUTHORITY TO CONSIDER OR RESOLVE ANY CLAIM OR ISSUE ANY RELIEF ON ANY BASIS OTHER THAN AN INDIVIDUAL BASIS.

    8. JURY TRIAL WAIVER. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND THE COMPANY WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT THE CLAIM WILL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE REPUBLIC OF PANAMA.

    9. SEVERABILITY OF WAIVER. IF A COURT OF COMPETENT JURISDICTION FINDS THE ABOVE CLASS ACTION WAIVER UNENFORCEABLE, THEN THE DISPUTE MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION IN THE REPUBLIC OF PANAMA, AND ALL PARTS OF THE ARBITRATION AGREEMENT EXCEPT THE CLASS ACTION WAIVER WILL BE NULL AND VOID.

    10. 25.10.OPT-OUT PROCEDURE. IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AGREEMENT SET FORTH IN THIS SECTION 25, YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT BY SENDING A WRITTEN NOTICE TO THE COMPANY AT THE FOLLOWING ADDRESS, WITHIN 30 DAYS OF FIRST ACCESSING OR USING THE DIGITAL WALLET: HELLO@SUPANOVA.APP. YOUR NOTICE MUST INCLUDE YOUR NAME, EMAIL ADDRESS, AND A CLEAR STATEMENT THAT YOU WISH TO OPT OUT OF THIS ARBITRATION AGREEMENT.


  2. MISCELLANEOUS

    1. Entire Agreement. These Terms, together with the Privacy Policy and any other documents referenced herein, constitute the entire agreement between you and the Company regarding the Digital Wallet and Services and supersede any prior or contemporaneous agreements, understandings, representations, or warranties, whether written or oral, relating to the subject matter hereof.

    2. Force Majeure. The Company shall not be liable for any delay or failure in performance under these Terms resulting from causes beyond the Company’s reasonable control, including but not limited to: acts of God, natural disasters, wars, terrorism, civil unrest, government actions, strikes, embargoes, telecommunications failures, utility failures, blockchain network failures, smart contract malfunctions, or cyberattacks (a “Force Majeure Event”). In the event of a Force Majeure Event, the Company will use reasonable efforts to resume performance under these Terms as soon as practicable.

    3. Severability. If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable while giving effect to the parties’ original intent, or if such modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall remain in full force and effect.

    4. Assignment. These Terms may not be assigned, transferred, or sublicensed by you without the Company’s prior written consent. Any purported assignment in violation of this provision shall be void. The Company may assign these Terms to any successor or affiliate without restriction.

    5. No Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay by the Company in exercising any right under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of such right or the exercise of any other right.

    6. Notices. Any notices or communications you wish to send to the Company should be sent to the contact information provided in Section 26.9 of these Terms. Any notices or communications that the Company sends to you may be delivered via email, posting on the Digital Wallet, or other means of electronic communication. Such notices shall be effective upon sending or posting.

    7. Relationship of the Parties. Nothing in these Terms will be construed to create a joint venture, partnership, employment, agency, or fiduciary relationship between you and the Company. The Company is not your broker, intermediary, agent, advisor, or custodian, and no communication or information provided by the Company will be construed as investment, legal, tax, or financial advice.

    8. Headings. The headings used in these Terms are for convenience of reference only and will not affect the interpretation or construction of these Terms. 

    9. Contact Information. If you have any questions, concerns, or feedback regarding these Terms or the Services, you may contact us at hello@supanova.app.