Terms of Use - Updated as of 24.06.2024

Astari Labs Ltd., a British Virgin Islands corporation (“Astari Ltd”, “we”, “us” or “our”) provides a website-hosted user interface (the “Interface”) for presenting information related to Bitfinity, a layer two protocol on the Internet Computer network (the “Bitfinity Protocol”), and related content and functionality through Astari Ltd and any other website operated by Astari Ltd on which these Terms are posted (collectively, the “Site” and together with the Interface and the Bitfinity Protocol, including all existing and any updated or new features, functionality and technology, the “Services”).

Please read these Terms of Use (the “Terms of Use” and the Gems Program Terms” (as defined below) together, the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the Services. The Gems Program Terms are available to review in Appendix I attached to these Terms of Use and are incorporated by reference as though fully set forth herein.

IN ADDITION, PLEASE CAREFULLY READ AND REVIEW SECTION 5(C) AS IT PERTAINS TO THE INTERFACE’S INTERACTION WITH THIRD-PARTY SERVICES. FOR EXAMPLE, ANY POTENTIAL INTERACTION OF THE INTERFACE WITH THE BITFINITY PROTOCOL IS SUBJECT TO THESE TERMS AS WELL AS TO THE BITFINITY PROTOCOL DOCUMENTATION AND TERMS AT https://bitfinity.network/terms AND https://docs.bitfinity.network/ (THE “BITFINITY DOCUMENTATION”).

IMPORTANT NOTICE REGARDING BINDING ARBITRATION AND CLASS ACTION WAIVER: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO (1) RESOLVE ANY DISPUTE BETWEEN YOU AND ASTARI LTD THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT BEFORE A JUDGE OR JURY, AND (2) WAIVE ANY RIGHT YOU MAY HAVE TO FILE A CLASS ACTION, SEEK RELIEF ON A CLASS BASIS, OR PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED BELOW. PLEASE REVIEW CAREFULLY SECTION 21 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 21 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 20 “GOVERNING LAW” WILL APPLY INSTEAD.

1. Agreement to Terms.

By accessing the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.

2. Privacy Policy.

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to these Terms or the Services.

We may update the Terms from time to time in our sole discretion. If we do, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. You may read a current, effective copy of these Terms by visiting the “Terms” link on the Site. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. We may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

4. Who May Use the Services?

(a) Eligibility. YOU MAY USE THE SERVICES ONLY IF YOU ARE 18 YEARS OR OLDER AND CAPABLE OF FORMING A BINDING CONTRACT WITH ASTARI LTD, AND NOT OTHERWISE BARRED FROM USING THE SERVICES UNDER APPLICABLE LAW. (b) Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (1) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States. You are solely responsible for ensuring that your access and use of the Services in a country, territory or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a Virtual Private Network (“VPN”), to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor where our Services are accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses and unique device identifiers or to any user who we believe is in breach of these Terms. (c) Gems Program Eligibility. YOU MAY ACCESS THE BITFINITY GEMS PROGRAM ONLY IF YOU AGREE TO THE SUPPLEMENTAL TERMS ATTACHED HERET O AS APPENDIX I (THE GEMS PROGRAM TERMS”).

5. About the Services.

(a) Bitfinity Protocol. The Bitfinity Protocol is an Ethereum Virtual Machine built on the Internet Computer blockchain, that delivers a solution for developers to operate their apps on an Ethereum-compatible platform. (b) The Interface. The Interface provides a user-friendly, human readable means for you to view information related to the Bitfinity Protocol. The Interface is distinct from the Bitfinity Protocol and provides one, but not the exclusive means of viewing information related to the Bitfinity Protocol. (c) Third Party Services. You may use the Interface to view, have access to, use or interact with certain informational content, products, services or protocol functionality of one or more third parties (“Third-Party Content” or “Third-Party Services,” respectively) at your own election. Your use of such Third-Party Services and Third-Party Content and protocol functionality through the Interface is governed by these Terms and any applicable terms and conditions under which the Third-Party Service and Third-Party Content is offered. Those terms and conditions may involve separate fees and charges or may include disclaimers or risk warnings about reliance on or the accuracy of any information. Such terms may also apply a privacy policy different than that which Astari Ltd maintains and incorporates into this Agreement. It is your responsibility to understand the terms and conditions of Third Party Services and Third-Party Content, including how those third-party service providers use any of your information under their privacy policies. (d) Third Party Services are provided for your convenience only. We do not verify, curate, or control Third Party Content. We do not control Third Party Services. As a result, we do not guarantee, endorse, or recommend such content or services to any or all users of the Bitfinity Protocol, or the use of such content or services for any particular purpose. You access, rely upon or use any Third Party Content or Third Party Service at your own risk. We disclaim all responsibility and liability for any losses on account of your reliance upon or use of such content or services. We have no responsibility for Third Party Content that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third Party Content or to use a Third Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time without notice.

6. Accessing the Services.

(a) You may access the Services with a third-party cryptocurrency wallet, whether or not custodial, desktop, mobile, or “hot” or “cold” (i.e., Metamask, Ledger, Fortmatic, etc.). These wallet services are Third-Party Services within the meaning of these Terms. By using a third-party wallet in connection with the Services, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Third-party wallets are not operated by, maintained by, or affiliated with Astari Ltd, and Astari Ltd does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. (b) Astari Ltd accepts no responsibility for, or liability to you, in connection with your use of a third-party wallet and makes no representations or warranties regarding how the Services will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact the wallet provider. (c) You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Services by emailing support@astari.one with “Reporting Security Issue” in the email subject line.

7. General Prohibitions and Enforcement Rights.

You agree that you will not violate any law, contract, intellectual property, or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Service. You also agree that you will not: • Distribute any content that: (i) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; • Use, display, mirror or frame the Services or any individual element within the Services, Astari Ltd’s name, any Astari Ltd trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Astari Ltd’s express written consent; • Access, tamper with, or use non-public areas of the Services, Astari Ltd computer systems, or the technical delivery systems of Astari Ltd providers; • Attempt to probe, scan or test the vulnerability of any Astari Ltd system or network or breach any security or authentication measures; • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Astari Ltd or any of Astari Ltd providers or any other third party (including another user) to protect the Services; • Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Astari Ltd or other generally available third-party web browsers; • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services; • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mailbombing the Services; • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; • Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or that involves proceeds of any unlawful activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services); • Export or re-export, directly or indirectly, the Services and/or other information or materials provided by Astari Ltd hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or reexported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations; • Engage in wash trading, front running, pump and dump trading, ramping, cornering, or other deceptive or manipulative trading activities while using the Services; • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; • Further or promote any criminal activity or enterprise or provide instructional information about illegal activities.

You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user's actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

8. Intellectual Property Rights.

You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

9. Feedback.

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you grant us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property or other rights that you own or control to use, copy, modify, create derivative works based upon, make, have made, sell, offer for sale, import and otherwise exploit in any manner or medium whatsoever known now or in the future, your Feedback for any purpose, without compensation to you.

10. Links to Third Party Websites or Resources.

The Services may provide links allowing you to access third-party websites or other resources that constitute Third-Party Services or Third-Party Content subject to the disclaimers and limitations set forth above. We provide access only as a convenience and are not responsible for the content, products, or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party resources.

11. Termination.

We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of these Terms or the Services, the following Sections will survive: 8, 9, 10, 11, 15, 17, 18, 20, 21, and 22.

12. Fees.

We may charge or pass through fees for some or part of the Services we make available to you, including transaction or processing fees, blockchain gas or similar network fees. We will disclose the amount of fees we will charge or pass through to you for the applicable Service at the time you access, use or otherwise transact with the Services. Although we will attempt to provide accurate fee information, any such information reflects our estimate of fees, which may vary from the fees actually paid to use the Services and interact with the applicable blockchain with which the Services are compatible. Additionally, your external Wallet provider may impose a fee to transact on the Services. We are not responsible for any fees charged by a third party. All transactions processed through the Services are non-refundable. You will be responsible for paying any and all taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services. In certain cases, your transactions through the Services may not be successful due to an error with the blockchain or the Wallet. We accept 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. You acknowledge and agree that all information you provide with respect to transactions on the Services, including, without limitation, credit card, bank account, or other payment information is accurate, current and complete, and you have the legal right to use such payment method. We reserve the right to reassess fees for some or part of the Services we make available.

13. Additional User Information.

We may require you to provide additional information and documents regarding your use of the Services, including at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-money laundering or for counteracting financing of terrorism. We may also require you to provide additional information or documents in cases where we have reason to believe: (i) that your Wallet is being used for illegal money laundering or for any other illegal activity; or (ii) you have concealed or reported false identification information or other details.

14. Assumption of Risk.

a. By accessing and using the Services, you represent that you understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of digital assets. Such systems may have vulnerabilities or other failures, or other abnormal behavior. Astari Ltd is not responsible for any issues with the blockchain, including forks, technical node issues, hacks or any other issues having fund losses as a result. You acknowledge that the cost and speed of transacting with cryptographic and blockchain-based systems such as the Internet Computer are variable and may increase at any time. You further acknowledge the risk that your digital assets may lose some or all of their value while they are supplied to or from the Services. You further acknowledge that we are not responsible for any of these variables or risks and cannot be held liable for any resulting losses that you experience while accessing Services. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using and interacting with the Services.

b. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Astari Ltd will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services for transactions, however caused.

c. Neither Astari Ltd nor any Astari Ltd affiliates can control how third- party exchange platforms quote or value cryptocurrencies and other digital assets and we expressly deny and disclaim any liability to you and deny any obligations to indemnify or hold you harmless for any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets.

d. Smart contracts execute automatically when certain conditions are met. Since smart contracts typically cannot be stopped or reversed, vulnerabilities in their programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to your assets, including but not limited to significant volatility and risk of loss (including a total loss of value of your digital assets).

e. Certain protocols and networks require that a certain amount of staked assets be locked for a certain period of time while staking, and withdrawal of staked assets may be delayed. We do not guarantee the security or functionality of any third-party protocol, software or technology intended to be compatible with restaked assets.

f. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services. Astari Ltd is not regulated in any jurisdiction by any regulator and as a result you have no protections that would be applicable were Astari Ltd be regulated or conduct regulated business. Nor does Astari Ltd have any duty to assess whether the Services are suitable or appropriate to you.

g. You are solely responsible for determining what, if any, taxes apply to your transactions. Neither Astari Ltd nor any Astari Ltd affiliates are responsible for determining the taxes that apply to such transactions.

h. We may rely on third-party platforms to provide the Services. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.

i. Astari Ltd may, from time to time, host developer competitions on the Bitfinity Network EVM. Users of the Services assume full responsibility for their interactions with competition participants, past, present, and future. Astari Ltd does not conduct, and is not responsible for, independent diligence on competition participants.

j. In addition to being an especially novel and untested implementation of blockchain technology in general, cross-blockchain bridging technology has historically been, and may in the future be, the subject of numerous cyberattacks and exploits, including without limitation, hacks that exploit a vulnerability in the associated software, hardware, systems or other equipment or social engineering to gain control of the any bridge components, wallets, smart contracts, or other related systems.

15. Warranty Disclaimers.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. ASTARI LTD (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. ASTARI LTD DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AS TO THE SERVICES, ANY CONTENT CONTAINED THEREIN AND ANY NFTS LISTED THEREIN.

16. Third Party Beneficiaries.

You and Astari Ltd acknowledge and agree that Astari Ltd affiliates are third party beneficiaries of these Terms, including under Sections 17 and 21. Aside from them, you and we agree there are no other third party beneficiaries of these Terms.

17. Indemnity; Release of Claims.

(a) To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless Astari Ltd as well as its affiliates and service providers, and each of their respective past, present and future officers, directors, members, employees, consultants, representatives and agents, and each of their respective successors and assigns (collectively, the “Astari Ltd Parties”) from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use of the Services or your interaction with the Bitfinity Protocol or any other Third-Party Services; (b) your violation of the Terms or applicable law; (c) your violation of the rights of a third party; and (d) your negligence or willful misconduct. You agree to promptly notify Astari Ltd of any third-party Claims and cooperate with the Astari Ltd Parties in defending such Claims. You further agree that the Astari Ltd Parties shall have the right to control the defense or settlement of any third-party Claims as they relate to Astari Ltd, if it so chooses. (b) You expressly agree that you assume all risks in connection with your access and use of the Service, including your interaction any Third-Party Services. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Service, including your interaction with the Bitfinity Protocol. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.”

18. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER ASTARI LTD NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ASTARI LTD OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE AGGREGATE TOTAL LIABILITY OF ASTARI LTD AND ITS AGENTS, REPRESENTATIVES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ASTARI LTD FOR USE OF THE SERVICES, OR ONE HUNDRED U.S. DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ASTARI LTD, AS APPLICABLE. (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASTARI LTD AND YOU.

19. Force Majeure.

We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

20. Governing Law and Choice of Forum.

These Terms and any action related thereto will be governed by the British Virgin Islands Arbitration Act and the laws of the British Virgin Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Astari Ltd resolve outside of arbitration will be the courts located in the British Virgin Islands, and you and Astari Ltd each waive any objection to jurisdiction and venue in such courts.

21. ARBITRATION AND CLASS ACTION WAIVER

a. PLEASE READ THIS SECTION CAREFULLY–IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

b. Informal Resolution of Disputes. In the event of any dispute between you and Astari Ltd arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”), either party must first attempt to resolve any dispute, claim or controversy informally. Accordingly, neither you nor Astari Ltd may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver your written notices via hand or DHL courier to us at Astari Ltd, Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.

c. Mandatory Arbitration of Disputes. After the informal dispute resolution process has been exhausted, any remaining Disputes will be resolved solely by binding, individual arbitration (and not in a class, representative or consolidated action or proceeding), including threshold questions of arbitrability of any Disputes. You and Astari Ltd agree that the BVI Arbitration Act governs the interpretation and enforcement of these Terms without regard to any conflicts of laws provisions, and that you and Astari Ltd are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

d. Exceptions. As limited exceptions to Section 21(a) above: we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

f. Injunctive and Declaratory Relief. Except as provided in Section 21(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or 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. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

Class Action Waiver. YOU AND ASTARI LTD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

g. Severability. With the exception of any of the provisions in Section 21(g) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

22. General Terms.

(a) Reservation of Rights. Astari Ltd and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other applicable laws of the jurisdictions where Astari Ltd operates and holds intellectual property. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Astari Ltd and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Astari Ltd and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Astari Ltd’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Astari Ltd may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices. Any notices or other communications provided by Astari Ltd under these Terms will be given: (i) via email; or (ii) by posting the notice to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. (d) Waiver of Rights. Astari Ltd failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only in writing and signed by a duly authorized representative of Astari Ltd. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

23. Contact Information.

If you have any questions about these Terms or the Services, please contact Astari Ltd at support@astari.one .

 

APPENDIX I - BITFINITY GEMS PROGRAM TERMS AND CONDITIONS

The Terms of Use for accessing the Bitfinity Protocol and related Services, as set forth above, are incorporated by reference as though fully set forth herein. The Bitfinity Gold and Gems (collectively, the Gems) program (the “Program”) is operated by Astari Ltd., a British Virgin Islands corporation (“Astari Ltd”, “we”, “us”, “our”). These terms and conditions (the “Program Terms”) are applicable to all users (including Developers, as defined in Section 7 below, “you” and “your”) of the Services, including the Interface and Bitfinity Protocol.
Your participation is entirely voluntary, any use will be at your own risk, and without warranties of any kind by Astari Ltd. By registering for the Program, or receiving or using Bitfinity Gems, or otherwise participating in the Program, you agree to be bound by these Program Terms. If you do not agree to these terms, you may not participate in the Program. The Program Terms, together with any documents or terms expressly incorporated by reference, which includes any other terms and conditions or other agreement that Astari Ltd posts publicly or makes available to you or the company or other legal entity you represent, are entered into between Astari Ltd and you concerning your use of, and access to the Program.
IMPORTANT NOTICE REGARDING BINDING ARBITRATION AND CLASS ACTION WAIVER: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO (1) RESOLVE ANY DISPUTE BETWEEN YOU AND ASTARI LTD THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT BEFORE A JUDGE OR JURY, AND (2) WAIVE ANY RIGHT YOU MAY HAVE TO FILE A CLASS ACTION, SEEK RELIEF ON A CLASS BASIS, OR PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH ABOVE IN THE TERMS OF USE FOR THE SERVICES. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED ABOVE. PLEASE REVIEW CAREFULLY THE “DISPUTE RESOLUTION” SECTION ABOVE FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE ABOVE WILL NOT APPLY TO YOU BUT THE “GOVERNING LAW” PROVISIONS ABOVE WILL APPLY INSTEAD.

1. NOTICE ON PROHIBITED USE – RESTRICTED PERSONS

Access by persons in jurisdictions where such access is prohibited by law, rule or regulation is expressly forbidden. Neither the Program nor the Gems are offered to any person who (a) is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority or (2) is located in any country subject to a comprehensive sanctions program implemented by the United States is prohibited from participating in the Program.
Please note that use of a virtual private network (“VPN”) or The Onion Router (“TOR”) to circumvent the restrictions described above is prohibited. Astari Ltd may restrict access to the Program, including by adding jurisdictions to and/or removing jurisdictions from, the restricted territory list at any time, for any reason, in Astari Ltd’s sole discretion. Astari Ltd is not liable for any User’s or third-party loss or damage resulting from the temporary or permanent loss of access to the Program or any Gems. Astari Ltd may restrict services, including in certain jurisdictions due to applicable laws, regulations or business considerations at its sole discretion. Astari Ltd or its affiliates will not be liable for any loss or damage resulting from the temporary or permanent loss of use to any service or related services.

2. GEMS PROGRAM

The Program allows you to accumulate Gems based on your usage and interaction with the Services, including the Interface and the Bitfinity Protocol. Gems are a non-transferable, public mechanism that may be used by third parties to facilitate distributions of certain rewards in such third party’s sole and absolute discretion (“Third Party Rewards”). Any Third Party Rewards are subject to their own eligibility requirements, restrictions and other terms and conditions set by such third parties. The choice to use any Third Party Rewards is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. The number of Gems acquired may vary depending on the nature of your interaction with the Services, including the Interface and the Bitfinity Protocol. We reserve the right to determine, in our sole discretion, the number of Gems awarded for any given interaction.

3. CHANGES

We expressly reserve the right, in our sole and absolute discretion, to modify, alter, or change these Terms, the Program and/or the calculation of the Gems at any time and for any reason without prior notice. Such modifications, alterations, or changes may include, but are not limited to, increasing or decreasing the number of Gems awarded for a specific interaction, changing the activities for which Gems may be awarded, or imposing limits on the Program or the accumulation of Gems.

4. NO GUARANTEE

We do not guarantee the availability of any particular reward or that any specific third party will use the Gems for any distribution of any Third Party Rewards. The number of Gems required to receive any reward, including any Third Party Rewards, may be substantially changed, any reward may be withdrawn, and restrictions on any reward or its redemption may be imposed at any time, including by third parties who offer Third Party Rewards.

5. TERMINATION

We may suspend or terminate your rights to use Gems and/or to participate in the Program at any time, for any reason, in our sole discretion, including for any use of the Gems in violation of the Terms. All provisions herein, which by their nature should survive, shall survive such termination of, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

6. NO MONETARY VALUE

Gems have no cash value, are not exchangeable for cash, and are not transferable, except as otherwise provided in Section 7 hereto. The sale, barter, or other disposal of Gems, other than by us, is expressly prohibited.

7. DEVELOPER GEMS

Astari Labs may, in its sole discretion, distribute Gems (the “Developer Gems) to certain applications building on the Bitfinity Protocol (the “Developers”). The Developer Gems may be redistributed by the Developers to their application users; provided, however, that (i) no Developer shall effect a distribution that violates these Program Terms (including, but not limited to, Section 1), and (ii) we may suspend or terminate any Developers’ rights to receive and/or distribute Gems and/or to participate in the Program at any time, for any reason, in our sole discretion.

THIRD PARTY RISKS: DISTRIBUTION OF GEMS TO ANY THIRD-PARTY DEVELOPER IS NOT AN ENDORSEMENT OF THE DEVELOPER OR THE APPLICATION BY ASTARI LTD. PLEASE CAREFULLY READ AND REVIEW SECTION 5(C) AND SECTION 10 OF THE ABOVE-DESCRIBED TERMS OF USE FOR THE SERVICES AS IT PERTAINS TO THE INTERFACE’S INTERACTION WITH THIRD-PARTY SERVICES.

8. GENERAL TERMS

Additional terms governing your participation in the Program and/or your use of the Gems, including but not limited to: (i) controlling governing law, (ii) jurisdiction selection, and (iii) MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER can be found in Section 20 (Governing Law and Choice of Forum) and Section 21 (Arbitration and Class Action Waiver) of the Terms set forth above. By participating in the Program, you acknowledge that you have read and understood our Terms, and agree to be bound by them. If you do not agree to our Terms, including these Program Terms, please discontinue your use of the Services and the Program immediately.