Terms of Use

IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 12. PLEASE READ THE AGREEMENT CAREFULLY.

PLEASE READ THE AGREEMENT CAREFULLY. Taker Labs Limited (“Taker,” “we,” “us,” or “our”) is a British Virgin Islands company.

These Terms of Use (the “Terms,” “Terms of Use” or “Agreement”) contain the terms and conditions that govern your access to and use of the Site and Offerings provided by us and is an agreement between us and you or the entity you represent (“you” or “your”). Please read these Terms of Use carefully before using the Site or Offerings. By using the Site, clicking a button or checkbox to accept or agree to these Terms where that option is made available, clicking a button to use or access any of the Offerings, or, if earlier, using or otherwise accessing the Offerings (the date on which any of the events listed above occur being the “Effective Date”), you (1) accept and agree to these Terms and any additional terms, rules and conditions of participation issued by Taker from time to time and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to the Terms or perform any and all obligations you accept under the Terms, then you may not access or use the Offerings.

You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

1. The Offerings.

We get information about you in a range of ways.

1.1 Generally

You may access and use the Offerings in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Offerings.

1.2 Offerings and Access

Taker offers a number of products and services, each an “Offering”, under the Taker brand or brands owned by us.

1.3 Third-Party Offerings

When you use our Offerings, you may also be using the products or services of one or more third parties. Your use of these third party offerings may be subject to the separate policies, terms of use, and fees of these third parties.

2. Changes

2.1 To the Offerings

We may change or discontinue any or all of the Offerings or change or remove functionality of any or all of the Offerings from time to time. We will use commercially reasonable efforts to communicate to you any material change or discontinuation of an Offering through the Site or public communication channels.

2.2To this Agreement

WWe reserve the right, at our sole discretion, to modify or replace any part of this Agreement or any Policies at any time. It is your responsibility to check this Agreement periodically for changes, but we will also use commercially reasonable efforts to communicate any material changes to this Agreement through the Site or other public channels. Your continued use of or access to the Offerings following the posting of any changes to this Agreement constitutes acceptance of those changes.

3. Your Responsibilities

3.1 Your Accounts

For those Offerings that require an account, and except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties.

3.2 Your Use

You are responsible for all activities that occur through your use of those Offerings that do not require an account, except to the extent caused by our breach of this Agreement, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or other End Users). We and our affiliates are not responsible for unauthorized access that may occur during your use of the Offerings, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated by third parties. You will ensure that your use of the Offerings does not violate any applicable law.

3.3 Your Security and Backup

You are solely responsible for properly configuring and using the Offerings and otherwise taking appropriate action to secure, protect and backup your accounts and/or Your Content in a manner that will provide appropriate security and protection, which might include use of encryption. This includes your obligation under this Agreement to record and securely maintain any passwords or backup security phrases (i.e. “seed” phrases) that relate to your use of the Offerings. You acknowledge that you will not share with us nor any other third party any password or backup/seed phrase that relates to your use of the Offerings, and that we will not be held responsible if you do share any such phrase or password.

4. Tax

You are responsible for your taxes and duties. Users bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with their use of the Services, and/or payable as the result of using and/or exploiting any cryptoassets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.

5. Temporary Suspension

5.1 Generally

We may suspend your right to access or use any portion or all of the Offerings immediately if we determine:

(a) your use of the Offerings (i) poses a security risk to the Offerings or any third party, (ii) could adversely impact our systems, the Offerings or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be unlawful;

(b) you are, or any End User is, in breach of this Agreement;

(c) for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

5.2 Effect of Suspension

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

(a) you remain responsible for all fees and charges you incur during the period of suspension; and

(b) you will not be entitled to any fee credits for any period of suspension.

6. Term; Termination

6.1 Term

The term of this Agreement will commence on the Effective Date and will remain in effect until you stop accessing or using the Offerings or terminated under this Section 6.

6.2 Termination

(a) Termination for Convenience

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

(b) Termination for Cause

(i) By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party.

(ii) By Us. We may also terminate this Agreement immediately (A) for cause if we have the right to suspend under Section 5, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Offerings expires, terminates or requires us to change the way we provide the software or other technology as part of the Offerings, or (C) in order to avoid undue risk of violating the law.

6.3 Effect of Termination. Upon the Termination Date:

(i) all your rights under this Agreement immediately terminate; and

(ii) each party remains responsible for all fees and charges (if any) it has incurred through the Termination Date and are responsible for any fees and charges (if any) it incurs during the post-termination period;

(iii) the terms and conditions of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. For instance, despite this Agreement between you and us terminating, any dispute raised after you stop accessing or using the Offerings will be subject to the applicable provisions of this Agreement if that dispute relates to your prior access or use.

7. Proprietary Rights

7.1 Your Content

Depending on the Offering, you may share Content with us. Except as provided in this Section 7, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Offerings to you.

7.2 Offerings License

We or our licensors own all right, title, and interest in and to the Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following:

(a) access and use the Offerings solely in accordance with this Agreement; and

(b) copy and use Our Content solely in connection with your permitted use of the Offerings. Except as provided in this Section 7.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Offerings, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third-Party Content that is the subject of such separate license.

7.3 License Restrictions

Neither you nor any End User will use the Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to

(a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Offerings (except to the extent Content included in the Offerings is provided to you under a separate license that expressly permits the creation of derivative works)

(c) access or use the Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas

(d) use scraping techniques to mine or otherwise scrape data except as permitted by a Plan, or

(e) resell or sublicense the Offerings unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

7.4 Suggestions

If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

8. Prohibited Uses

8.1 You may use Service only for lawful purposes and in accordance with Terms. You agree not to use Service:

(a) In any way that violates any applicable national or international law or regulation.

(b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.

(c) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam”, or any other similar solicitation.

(d) To impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity.

(e) In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

(f) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Service, or which, as determined by us, may harm or offend Company or users of Service or expose them to liability.

8.2 Additionally, you agree not to:

(a) Use Service in any manner that could disable, overburden, damage, or impair Service or interfere with any other party’s use of Service, including their ability to engage in real time activities through Service.

(b) Use any robot, spider, or other automatic device, process, or means to access Service for any purpose, including monitoring or copying any of the material on Service.

(c) Use any manual process to monitor or copy any of the material on Service or for any other unauthorized purpose without our prior written consent.

(d) Use any device, software, or routine that interferes with the proper working of Service.

(e) Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

(f) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which Service is stored, or any server, computer, or database connected to Service. Attack Service via a denial-of-service attack or a distributed denial-of-service attack.

(g) Take any action that may damage or falsify Company rating.

(h) Otherwise attempt to interfere with the proper working of Service.

9. Indemnification

9.1 General

(a) You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning: (a) breach of this Agreement or violation of applicable law by you; and (b) a dispute between you and any of your customers or users. You will reimburse us for reasonable attorneys’ fees and expenses, associated with claims described in (a) and (b) above.

(b) We will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys’ fees and expenses associated with the claims described in this paragraph.

9.2 Intellectual Property

(a) Subject to the limitations in this Section 9, you will defend Taker, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Subject to the limitations in this Section 9 and the limitations in Section 11, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Offerings infringe or misappropriate that third party’s intellectual property rights, but we will not pay any fee of adverse final judgment or settlement.

(c) Neither party will have obligations or liability under this Section 9.2 arising from infringement by you combining the Offerings with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your use of the Offerings after we have notified you to discontinue such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Offerings or by Your Content.

10. Disclaimers; Risk

10.1 DISCLAIMER

THE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

10.2 RISKS

(a) OUR OFFERINGS RELY ON EMERGING TECHNOLOGIES. SOME OFFERINGS ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE OFFERINGS YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS BITCOIN(BTC), ETHER (ETH) AND OTHER DIGITAL TOKENS, SUCH AS THOSE FOLLOWING THE ERC-20 TOKEN STANDARD. IN PARTICULAR, YOU UNDERSTAND THAT WE DO NOT OPERATE ANY BLOCKCHAIN PROTOCOL, COMMUNICATE OR APPROVE OR PROCESS BLOCKCHAIN TRANSACTIONS ON BEHALF OF YOU. YOU FURTHER UNDERSTAND THAT BLOCKCHAIN PROTOCOLS PRESENT THEIR OWN RISKS OF USE, THAT SUPPORTING OR PARTICIPATING IN THE PROTOCOL MAY RESULT IN LOSSES IF YOUR PARTICIPATION VIOLATES CERTAIN PROTOCOL RULES, THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE, THAT YOUR PRIVATE KEY AND BACKUP SEED PHRASE MUST BE KEPT SECRET AT ALL TIMES, THAT Taker WILL NOT STORE A BACKUP OF, NOR WILL BE ABLE TO DISCOVER OR RECOVER, YOUR PRIVATE KEY OR BACKUP SEED PHRASE, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY APPROVALS OR PERMISSIONS YOU PROVIDE BY CRYPTOGRAPHICALLY SIGNING BLOCKCHAIN MESSAGES OR TRANSACTIONS.

(b) YOU FURTHER UNDERSTAND AND ACCEPT THAT DIGITAL TOKENS PRESENT MARKET VOLATILITY RISK, TECHNICAL SOFTWARE RISKS, REGULATORY RISKS, AND CYBERSECURITY RISKS. YOU UNDERSTAND THAT THE COST AND SPEED OF A BLOCKCHAIN-BASED SYSTEM IS VARIABLE, THAT COST MAY INCREASE DRAMATICALLY AT ANY TIME, AND THAT COST AND SPEED IS NOT WITHIN THE CAPABILITY OF Taker TO CONTROL.

(c) YOU UNDERSTAND AND ACCEPT THAT Taker DOES NOT CONTROL ANY BLOCKCHAIN PROTOCOL, NOR DOES Taker CONTROL ANY SMART CONTRACT THAT IS NOT OTHERWISE OFFERED BY Taker AS PART OF THE OFFERINGS. YOU AGREE THAT YOU ALONE, AND NOT Taker, IS RESPONSIBLE FOR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH REGARD TO SUPPORTING ANY BLOCKCHAIN PROTOCOL WHETHER THROUGH TRANSACTION VALIDATION OR OTHERWISE, OR ANY TRANSACTIONS THAT YOU ENGAGE IN WITH ANY THIRD-PARTY-DEVELOPED SMART CONTRACT OR TOKEN, INCLUDING TOKENS THAT WERE CREATED BY A THIRD PARTY FOR THE PURPOSE OF FRAUDULENTLY MISREPRESENTING AFFILIATION WITH ANY BLOCKCHAIN PROJECT. YOU AGREE THAT Taker IS NOT RESPONSIBLE FOR THE REGULATORY STATUS OR TREATMENT OF ANY DIGITAL ASSETS THAT YOU MAY ACCESS OR TRANSACT WITH USING Taker OFFERINGS. YOU EXPRESSLY ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE OFFERINGS TO INTERACT WITH BLOCKCHAIN PROTOCOLS.

(d) WE ARE NOT LIABLE FOR ANY THIRD-PARTY SERVICES OR LINKS.

WE ARE NOT RESPONSIBLE FOR THE CONTENT OR SERVICES OF ANY THIRD-PARTY, INCLUDING, WITHOUT LIMITATION, ANY NETWORK, OR APPS LIKE DISCORD, OR METAMASK, AND WE MAKE NO REPRESENTATIONS REGARDING THE CONTENT OR ACCURACY OF ANY THIRD-PARTY SERVICES OR MATERIALS. THE USE AND ACCESS OF ANY THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING THROUGH THE SERVICES, IS AT YOUR OWN RISK.

(e) YOU ACKNOWLEDGE THE RISKS OF USING THE SERVICES.YOU BEAR SOLE RESPONSIBILITY FOR EVALUATING THE SERVICES BEFORE USING THEM. THE SERVICES MAY BE DISABLED, DISRUPTED OR ADVERSELY IMPACTED AS A RESULT OF SOPHISTICATED CYBER-ATTACKS, SURGES IN ACTIVITY, COMPUTER VIRUSES, AND/OR OTHER OPERATIONAL OR TECHNICAL CHALLENGES, AMONG OTHER THINGS. WE DISCLAIM ANY ONGOING OBLIGATION TO NOTIFY YOU OF ALL OF THE POTENTIAL RISKS OF USING AND ACCESSING OUR SERVICES. YOU AGREE TO ACCEPT THESE RISKS AND AGREE THAT YOU WILL NOT SEEK TO HOLD ANY Taker INDEMNIFIED PARTY RESPONSIBLE FOR ANY CONSEQUENT LOSSES.

(f) YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY OF YOUR WALLET.YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR WALLET. ANY UNAUTHORIZED ACCESS TO YOUR WALLET BY THIRD PARTIES COULD RESULT IN THE LOSS OR THEFT OF ANY CRYPTOASSET, OR ANY FUNDS HELD IN YOUR ACCOUNT AND ANY ASSOCIATED ACCOUNTS. YOU UNDERSTAND AND AGREE THAT WE HAVE NO INVOLVEMENT IN, AND YOU WILL NOT HOLD US RESPONSIBLE FOR MANAGING AND MAINTAINING THE SECURITY OF YOUR WALLET. YOU FURTHER UNDERSTAND AND AGREE THAT WE ARE NOT RESPONSIBLE, AND YOU WILL NOT HOLD US ACCOUNTABLE, FOR ANY UNAUTHORIZED ACCESS TO YOUR WALLET. IT IS YOUR RESPONSIBILITY TO MONITOR YOUR WALLET.

(g) WE RESERVE THE RIGHT TO RESTRICT YOUR ACCESS FROM ENGAGING WITH THE SERVICES.YOU AGREE THAT WE HAVE THE RIGHT TO RESTRICT YOUR ACCESS TO THE SERVICES VIA ANY TECHNICALLY AVAILABLE METHODS IF WE SUSPECT, IN OUR SOLE DISCRETION, THAT (A) YOU ARE USING THE SERVICES FOR MONEY LAUNDERING OR ANY ILLEGAL ACTIVITY; (B) YOU HAVE ENGAGED IN FRAUDULENT ACTIVITY; (C) YOU HAVE ACQUIRED CRYPTOASSETS USING INAPPROPRIATE METHODS, INCLUDING THE USE OF STOLEN FUNDS TO PURCHASE SUCH ASSETS; (D) EITHER YOU, AS AN INDIVIDUAL OR AN ENTITY, OR YOUR WALLET ADDRESS IS LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS LIST (“SDN LIST”), OR CONSOLIDATED SANCTIONS LIST (“NON-SDN LISTS) ; (E) YOU ARE LOCATED, ORGANIZED, OR RESIDENT IN A COUNTRY OR TERRITORY THAT IS, OR WHOSE GOVERNMENT IS, THE SUBJECT OF SANCTIONS; OR (F) YOU HAVE OTHERWISE ACTED IN VIOLATION OF THESE TERMS. IF WE HAVE A REASONABLE SUSPICION THAT YOU ARE UTILIZING THE SITE FOR ILLEGAL PURPOSES, WE RESERVE THE RIGHT TO TAKE WHATEVER ACTION WE DEEM APPROPRIATE.

(h) WE DO NOT GUARANTEE THE QUALITY OR ACCESSIBILITY OF THE SERVICES.

(i) AS A CONDITION TO ACCESSING OR USING THE SERVICES OR THE SITE, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT FROM TIME TO TIME, THE SITE AND THE SERVICES MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO EQUIPMENT MALFUNCTIONS, PERIODIC MAINTENANCE PROCEDURES OR REPAIRS, CAUSES BEYOND OUR CONTROL OR THAT WE COULD NOT REASONABLY FORESEE, DISRUPTIONS AND TEMPORARY OR PERMANENT UNAVAILABILITY OF UNDERLYING BLOCKCHAIN INFRASTRUCTURE OR UNAVAILABILITY OF THIRD-PARTY SERVICE PROVIDERS OR EXTERNAL PARTNERS FOR ANY REASON.

(j) YOU UNDERSTAND AND AGREE THAT YOU WILL ACCESS AND USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE SITE AT YOUR OWN RISK. YOU SHOULD NOT ENGAGE IN BLOCKCHAIN-BASED TRANSACTIONS UNLESS IT IS SUITABLE GIVEN YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. BY USING THE SERVICES, YOU REPRESENT THAT YOU HAVE BEEN, ARE AND WILL BE SOLELY RESPONSIBLE FOR CONDUCTING YOUR OWN DUE DILIGENCE INTO THE RISKS OF A TRANSACTION AND THE UNDERLYING SMART CONTRACTS AND CRYPTOASSETS.

11. Limitations of Liability

11.1 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $10000.

11.2 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11.3 We do not make any representations or warranties about this third-party content visible through our Service

including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFT visible on markets will always remain visible and/or available to be borrowed, bought, sold, or transferred.

12. Binding Arbitration and Class Action Waiver

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

12.1

Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you and we agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to the agreement or the Services (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. Such good faith negotiations require, at a minimum, that the aggrieved party provide a written notice to the other party specifying the nature and details of the Dispute. The party receiving such notice shall have thirty (30) days to respond to the notice. Within sixty (60) days after the aggrieved party sent the initial notice, the parties shall confer in good faith to try to resolve the Dispute. If the parties are unable to resolve the Dispute within ninety (90) days after the aggrieved party sent the initial notice, the parties may agree to mediate their Dispute, or either party may submit the Dispute to arbitration as set forth below.

12.2

You and we agree that any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration in accordance with the rules of British Virgin Islands International Arbitration Centre. The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving Internet technology, software applications, financial transactions and, ideally, blockchain technology. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) parties.

12.3

Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

12.4

30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the email address "info@taker.xyz" with subject line LEGAL OPT OUT. The notice must be sent within 30 days of your first use of the Offerings, otherwise you shall be bound to arbitrate disputes and will be deemed to have agreed to waive any right to pursue a class action in accordance with the terms of those paragraphs. If you opt-out of these provisions, we will also not be bound by them.

13. Miscellaneous

13.1 Assignment

You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent

(a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or

(b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Force Majeure

Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.3 Export and Sanctions Compliance

In connection with this Agreement, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that may apply. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Offerings. You may not use any Offering if you are the subject of sanctions of governments of the country where you are using the Offering.

13.4 Independent Contractors

Non-Exclusive Rights. We and you are independent contractors, and this Agreement will not be construed to create a partnership, joint venture, agency, or employment relationship. Neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right

(a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and

(b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

13.5 Eligibility

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

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

13.6 Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

13.7 Notice.

(a) To You. We may provide any notice to you under this Agreement using commercially reasonable means, including: (i) posting a notice on the Site; (ii) sending a message to the email address then associated with your account; or (iii) using public communication channels . Notices we provide by posting on the Site or using public communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current to the extent you have an account. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.

(b) To Us. To give us notice under this Agreement, you must contact us by email at info@taker.xyz.

13.8 No Third-Party Beneficiaries

Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.9 No Waivers

The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.10 Severability

If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

13.11 Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via info@taker.xyz. You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

13.12 Notice and Procedure for Making Claims of Copyright Infringement

If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us a written notice at the address below with the following information:

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

2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

3. a description of where the material that you claim is infringing is located with respect to the Offerings;

4. your address, telephone number, and email address;

5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. You can reach us at: Email: Subject Line: Copyright Notification Mail Taker Labs Limited. Taker Labs Limited, SwissMailBox, 12 rue le Corbusier #619, Geneva, GE 1208, Switzerland

You can reach us at:

Email: info@taker.xyz

Subject Line: Copyright Notification Mail

Taker Labs Limited.

SwissMailBox, 12 rue le Corbusier #619, Geneva, GE 1208, Switzerland

14. Definitions

“Content” means any data, text, audio, video or images, software (including machine images), and any documentation.

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Offerings under your account. “Losses” means any claims,

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

“Our Content” means any software (including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Offerings.

“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Taker Labs Limited and their affiliates or licensors that we may make available to you in connection with this Agreement.

“Offerings” means each of the products and services, including but not limited to Codefi, Infura, MetaMask, Quorum and any other features, tools, materials, or services offered from time to time, by us or our affiliates.

“Policies” means the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.

“Privacy Policy” means the privacy policy located at taker.xyz (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Service Offerings” means the Services , Our Content, Our Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content or Third-Party Services.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us..

Third-Party Content” means Content made available to you by any third party on the Site or in conjunction with the Offerings.

“Your Content” means content that you or any End User transfers to us, storage or hosting by the Offerings in connection with account and any computational results that you or any End User derive from the foregoing through their use of the Offerings, excluding however any information submitted to a blockchain protocol for processing.