✒️Terms of Service

Last Updated: 2025.01.06

Welcome to the terms of service (these “Terms of Service”) for (i) the website (https://pie.fun/) owned and/or operated by Noiz Ventures Corp., a British Virgin Islands business company (“Company”, “us”, “our”, “we”), and/or its affiliates (the “Website”), (ii) the pie.fun platform accessible on the Website (the “Platform”), (iii) all content and functionalities accessible via our Website and the Platform, including any smart contracts or other software or services enabled thereby, and (iv) other related services which we may make available from time to time (collectively, the “Services”).

These Terms of Service apply to and regulate your access to and use of the Services. Your use of any of the Services shall be deemed as your acceptance of, and compliance with, these Terms of Service, any documents as agreed between you and the Company in respect of your access to and use of any of the Services, including any specific terms provided for in respect of a particular Transaction, Token or the relevant Smart Contract for initiating the Transaction of the Token (collectively, “Additional Terms”), and any policies or guidelines issued and updated from time to time by the Company in relation to any of the Services (the “Guidelines”).

In the event of a conflict or inconsistency between these Terms of Service, the Additional Terms and the Guidelines, the Additional Terms will govern that conflict or inconsistency, followed by these Terms of Service.

These Terms of Service (collectively with the Additional Terms and the Guidelines, the “Agreement”) apply to any use by you of any of the Services.

The Services are not intended for distribution to any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement or other regulation within such jurisdiction or country. Accordingly, you are solely responsible for compliance with all applicable laws when you access and/or use the Services.

As an individual, if you are accessing or using any of the Services on behalf of an organisation, you represent and warrant that you have the required authority to bind that organisation to the Agreement. In this case, references in the Agreement to “you” and “your” are references to you as an individual and to that organisation.

By undergoing the registration process to access and use any of the Services, you accept and agree to the Agreement in their entirety. If you do not accept the Agreement, you must stop accessing or using the Services.

These Terms of Service are expressly deemed to incorporate our Privacy Policy (accessible at https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy).

These Terms of Service may be changed by us from time to time without any prior notice. You may determine if any such changes have taken place by referring to the “Last Updated” date on which these Terms of Service were last updated. You are encouraged to check for any updates to these Terms of Service prior to your access or use of any of the Services. Your continued use of the Services constitutes your acknowledgement and acceptance of these Terms of Service as changed from time to time.

1. GENERAL DEFINITIONS AND INTERPRETATION

1.1 In these Terms, the following words shall have the meanings ascribed below:

1.1.1 “Applicable Law” means laws, rules, regulations, regulatory guidance, regulatory requirements and any form of subsidiary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction from time to time having the force of law and relevant to the Company’s provision of, and a party’s access to and use of, the Services;

1.1.2 “Blockchain” means the applicable blockchain network;

1.1.3 “Company Entities” has the meaning ascribed to it in Clause 12.4;

1.1.4 “Confidential Information” means all proprietary and confidential information and materials of the Company, and/or any of the Company’s customers, clients or suppliers which is designated as such, or which by its very nature should obviously be treated as secret and confidential including any non-public information disclosed to you via the Services, trade secrets, know-how, strategies, inventions, operations, compliance information, customer lists, personal data of the Company's customers, plans, market opportunities and business affairs (in each case whether disclosed orally, in writing, electronically or in any other form);

1.1.5 “Feedback” has the meaning ascribed to it in Clause 11.2;

1.1.6 “Gas Fee” has the meaning ascribed to it in Clause 5.3;

1.1.7 “Intellectual Property Rights” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, domain names and all similar rights and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing;

1.1.8 “Privacy Policy” means our privacy policy accessible at https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy as amended from time to time;

1.1.9 “Prohibited Businesses” has the meaning ascribed to it in Clause 4.1;

1.1.10 “Restricted Territories” means the United States, Singapore, the Democratic People’s Republic of Korea (i.e. North Korea), the Islamic Republic of Iran, the Republic of Iraq, the Republic of Cuba, the Syrian Arab Republic, the Republic of the Sudan, the Democratic Republic of the Congo, the Republic of Liberia, the Republic of the Union of Myanmar, the Republic of Zimbabwe, the Republic of Belarus, Russia, Ukraine, Western Balkans (Albania, Bosnia, Herzegovina, North Macedonia, Montenegro, Kosova and Serbia), Central African Republic, Ethiopia, Hong Kong, Iraq, Lebanon, Libya, Venezuela, Yemen and such other countries, states and regions as the Company may from time to time determine in its sole discretion;

1.1.11 “Services Content” has the meaning ascribed to it in Clause 4.5;

1.1.12 “Smart Contract” means any self-executing contracts electronically programmed on a Blockchain which execute specified matters upon the achievement of specified conditions;

1.1.13 “Trade Marks” has the meaning ascribed to it in Clause 7.2.3;

1.1.14 “User Content” means any content, images, photographs, illustrations, icons, texts, video, audio, written materials, software, sample codes, applications, specifications or other content, materials or other data, in any form, that any user submits to, or uses with, the Services; and

1.2 Where applicable:

1.2.1 references to “Terms of Service” are to these Terms of Service, as may be revised, amended or supplemented from time to time, and include any policies and documents incorporated herein;

1.2.2 the expression “written” or “in writing” means the representation or reproduction of words or symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including but not limited to, electronic mails) or otherwise;

1.2.3 the terms “include” and “including” are deemed to include the phrase "without limitation" immediately thereafter;

1.2.4 references to “smart contracts” are to self-executing contracts electronically programmed on a Blockchain which execute specified matters upon the achievement of specified conditions; and

1.3 In these Terms of Service, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa.

1.4 Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).

1.5 The headings used in these Terms of Service are for convenience or reference only and are not to affect the construction of or to be taken into consideration in interpreting these Terms of Service.

1.6 References to “Clauses” are to clauses of these Terms of Service.

2. OUR SERVICES

2.1 We provide a digital asset index platform that enables Users to purchase a curated collections of digital assets ("Index Tokens"). Each Index Token represents a basket of underlying digital assets managed according to specific criteria and weightings.

2.2 Index Token Features

2.2.1 Each Index Token represents ownership of a professionally curated basket of digital assets.

2.2.2 Index Tokens are 100% collateralized, meaning each Index Token is fully backed by its underlying digital assets.

2.2.3 Index Tokens can contain a minimum of 2 and maximum of 100 underlying digital assets, with individual asset weights ranging from 0.0001% to 99.9999%.

2.2.4 Index Tokens are themselves fungible tokens that can be transferred and stored like any other digital assets.

2.3 Core Services

2.3.1 Index Token Creation: Creation and maintenance of Index Tokens representing specific digital asset portfolios.

2.3.2 Index Token Trading: The ability to buy and sell Index Tokens using Solana (SOL) as the payment token.

2.3.3 Portfolio Management: Real-time tracking of Index Token holdings, performance metrics, and transaction history.

2.3.4 Automated Rebalancing: Periodic rebalancing of Index Token compositions to maintain target allocations.

3. ELIGIBILITY AND REGISLATION

3.1 The Services are intended solely for Users who are Natural Persons aged 18 or older. If you are a Natural Person, by accessing or using our Services, you represent and warrant that you are at least 18 years old. If you are registering to use the Service(s) on behalf of a legal entity (e.g. corporate or institutional customers), you represent and warrant that such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; you are duly authorized by such legal entity to act on its behalf, such legal entity agrees to be responsible to us if you violate these Terms, and you have not previously been suspended or removed from the pie.fun Platform or Services. You also represent and warrant that you are not on and that you will not transact with anyone on any trade or economic sanctions list financing the Restricted Territories (full list defined in Clause 1.1.9). You agree to provide written certification of your compliance of this as soon as reasonably practicable when requested by us.

3.2 We may reject or accept your application(s), or limit the number of Accounts that you may hold, at our sole discretion. We may require additional information, documentation or clarification in respect of any application you make, and we reserve the right not to proceed with an application until we are satisfied it is in line with the Agreement. If you don’t provide us with the information we require, or if any of the information you provide is incomplete or inaccurate, your application may be rejected. If any of the information that you provide us in support of your application changes or becomes inaccurate, you must inform us in writing, and we may reconsider your registration status.

3.3 You are responsible for all activities conducted on your Account and you agree that you must:

3.3.1 keep your Account information (including login details and payment details) confidential and secure, and not provide any other person with access to your Account; and

3.3.2 promptly notify the Company if you suspect any unauthorised access to or use of your Account.

3.4 Without limiting its other rights and remedies, the Company reserves the right to block or deny access to, suspend or terminate your Account at any time in the Company’s absolute discretion, without giving any reason or prior notice and the Company shall not be liable or responsible for any claim, demand, action, proceeding, damage, liability, cost, loss or expense arising out of the same.

4. PROHIBITED BUSINESSES

4.1 Any use of our Services in connection with any of the following categories of activities or businesses is prohibited (“Prohibited Businesses”), and we reserve the right at all times to monitor your transactions or accounts that are related to any of the following Prohibited Businesses:

4.1.1 unlicensed money service businesses, including but not limited to payment services providers, the sale of money orders or cashier’s checks or any money transmitter activities;

4.1.2 prohibiting any business relationships with banks or financial institutions that do not maintain a physical presence in any country (i.e., a prohibited “Shell Bank'') or that have financial activities or services that do not comply with, or would cause the Company, as applicable, to not be in compliance with any laws, regulations, or other legal authority applicable to us or applicable to the regulated financial services or activities in question.

4.1.3 adult content and services, including but not limited to any types of pornography and other obscene materials (including literature, imagery and other media), sites offering any sexually-related services such as prostitution, escorts, pay-per view, and adult live chat features;

4.1.4 deceptive marketing and false advertising services;

4.1.5 unlicensed sale of weapons of any kind, including but not limited to firearms, ammunition, knives, explosives, or related accessories;

4.1.6 certain regulated products and services, including but not limited to marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; and toxic, flammable, and radioactive materials;

4.1.7 pseudo-pharmaceuticals - companies manufacturing and or selling untested or unapproved pharmaceuticals;

4.1.8 drugs and drug paraphernalia, including but not limited to, sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers and hookahs

4.1.9 gambling activities, including but not limited to sports betting, casino games, horse racing, dog racing, lotteries, games of chance, sweepstakes, games of skill that may be classified as gambling (i.e. poker), or other activities that facilitate any of the foregoing;

4.1.10 money-laundering, fraud, terrorist financing, or any other type of financial crimes;

4.1.11 any sort of Ponzi scheme, pyramid scheme, or multi-level marketing program;

4.1.12 goods or services that infringe or violate any copyright, trademark, or proprietary rights under the laws of any jurisdiction;

4.1.13 layaway systems, or annuities;

4.1.14 counterfeit or unauthorized goods, including but not limited to the sale or resale of fake or “novelty” IDs and the sale of goods or services that are illegally imported or exported or which are stolen;

4.1.15 wash trading, front-running, insider trading, market manipulation or other forms of market-based fraud or deceit;

4.1.16 purchasing goods of any type from hidden service markets or “Darknet” markets, or any other service or website that acts as a marketplace for illegal goods (even though such marketplace might also sell legal goods);

4.1.17 any other matters, goods, or services that from time to time we deem to be unacceptable or of high risk, and which, for example, may be restricted by our and your bank or payment partners;

4.1.18 any other unlawful activities which would, in our sole discretion, violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the countries where we conduct business, or which would involve proceeds of any unlawful activities;

4.1.19 entities with bearer share ownership;

4.1.20 defense industry, firearms & munitions manufacturers;

4.1.21 nuclear energy;

4.1.22 restricted financial services, including but not limited to credit repair, debt settlement, refinance, bail bonds, collections agencies;

4.1.23 transactions or business involving ivory and protected species;

4.1.24 market manipulation activities including but not limited to:

(a) pump and dump schemes

(b) coordinated trading to artificially affect prices

(c) spreading false or misleading information about Index Tokens or underlying assets

(d) wash trading or other deceptive trading practices; or

4.1.25 the use of the Platform for any form of investment advice or recommendation.

4.2 In the event that we learn or reasonably suspect, in our sole discretion, that your account is or may be associated with any of the Prohibited Businesses as set forth above, we will consider it to be a violation of these Terms and may suspend or terminate your account, and/or block transactions or freeze your funds immediately without notice, and we reserve the right to report any such suspected or actual Prohibited Businesses to the respective law enforcement authorities.

5. TRADING ON THE PIE.FUN PLATFORM

5.1 A User may buy or sell an Index Token by placing an instruction on the Platform (an "Order") using SOL or other digital assets as the payment token.

5.2 Users should verify all transaction information prior to submitting an Order. Users acknowledge and agree that it is the sole responsibility of the User to ensure the validity and accuracy of an Order. We shall not be liable for the consequences of the User not providing valid and accurate information when placing an Order.

5.3 The Platform is accessible twenty-four (24) hours a day, seven (7) days a week and three hundred and sixty-five (365) days a year, except for any period during which scheduled maintenance or upgrades are being carried out, scheduled rebalancing of Index Tokens is occurring, or in the event that the Platform encounters an interruption or outage that is unexpected or beyond its control.

5.4 We may, at our sole discretion and without prior notice close a User's Account, or suspend a User's access or use of the Platform or the Services, refuse any Order submitted, or impose limits on trading amounts on the Platform, if we deem that a User may have contravened Applicable Rules and Regulations.

5.5 A User may only place an Order using the Platform if the User's Account contains sufficient payment tokens to cover the Order amount, platform fees (1%), and any associated network fees. If the Account does not contain sufficient payment tokens to complete an Order on the Platform, the User will not be able to complete such Order on the Platform.

5.6 When a User places an Order, the relevant amount of payment tokens (including any applicable Fees) is placed on hold in the Account until the Order fills, expires, or is cancelled. Any unfilled portion of an Order will remain on hold until it fills, expires, or is cancelled.

5.7 A User may withdraw or cancel an Order after it is submitted, as long as such Order has not been executed pending confirmation by the network. Payment tokens subject of a pending Trade shall not be reflected in a User's Account, and shall therefore not be available for the User to trade. Users understand and agree that: (a) Trades are irreversible once Orders are executed; and (b) while we may, at our sole discretion, reverse a Trade under certain extraordinary conditions (including but not limited to breaches of the Applicable Laws and Regulations), a User does not have a right to a reversal of a Trade.

5.8 By entering into these Terms, Users acknowledge and agree that:

5.8.1 by entering into a Trade on the Platform, a User is instructing us to execute the Trade at the Index Token price determined by the Net Asset Value (NAV) of the underlying assets at the time of the Order, and the User agrees to pay any associated fees;

5.8.2 the execution of trades may be subject to slippage due to the automated execution of multiple underlying asset trades;

5.8.3 all filled Orders are settled immediately by debiting and crediting the relevant balances in the User's Account. Users will receive immediate notification of their fill(s) via the Platform and/or via email;

5.8.4 we do not guarantee the completion of any attempted purchase or sale of Index Tokens.

5.9 We may limit the number of Orders placed through a User's Account.

5.10 The transaction history provided on the Platform is the true and accurate record of a User's transactions. It is a User's responsibility to remain up to date on its transaction history and any Notices with respect to the User's Account.

5.11 Users understand and agree that there may be a delay in executing a Trade on the Platform during Index Token rebalancing periods or due to network conditions.

5.12 The User agrees and understands that part of or all of the Services may be periodically unavailable during scheduled maintenance.

5.13 Downtime may be communicated in advance to the User via a Notice published on the Platform or by other means.

5.14 The User acknowledges and agrees that we shall have, at our sole discretion, the right to suspend all or part of the Services, or the User's access to all or part of the Services, whenever we determine in our sole discretion that: (a) the User may have breached these Terms; or (b) the proper functioning of the Platform is in jeopardy.

5.15 The proper functioning of the Platform will be in jeopardy in the following circumstances:

5.15.1 when a computer or telecommunications network ceases to operate or function as a result of an accident;

5.15.2 in the event of a Force Majeure Event which affects the provision of the Services;

5.15.3 when our assets or the User's Assets, or the Platform, are the subject of an attempted or actual malicious attack which may, among other things, result in the theft or loss of such assets;

5.15.4 when an event affects the proper functioning of critical systems relied upon by the Platform, including the pricing system or any other system necessary for the provision of the Services;

5.15.5 when we suspect unauthorized use of the Platform, or a breach of these Terms or Applicable Laws and Regulations;

5.15.6 when we determine that it is necessary, in our sole discretion, to conduct investigations in light of our requirements under Applicable Laws and Regulations or to ensure the proper functioning of the Platform;

5.15.7 during scheduled Index Token rebalancing periods;

5.15.8 when we deem that the provision of the Services cannot continue due to changes in Applicable Laws and Regulations, social conditions, or factors outside our control; or

5.15.9 when for any other reason, we determine in our sole discretion that the suspension is necessary.

6. COMMISSIONS AND FEES

6.1 Platform Fees

6.1.1 You agree to pay a platform fee of 1% for each Index Token mint or redeem transaction.

6.1.2 The platform fee is automatically calculated and deducted from the transaction amount at the time of execution.

6.1.3 The platform fee is distributed as follows:

(a) 50% to the Index Token creator

(b) 50% to the platform

6.2 Streaming Fees

6.2.1 You agree to pay annual streaming fees in the future. You agree to promptly pay such fees and commissions, as set forth on the Site and as applicable to the features you access, which we may modify from time to time.

6.3 Network Fees

6.3.1 All transactions on the Platform require payment of network fees on the Solana network, commonly known as "gas fees" or "transaction fees"

6.3.2 Network fees are:

(a) Separate from and additional to the platform fee

(b) Set by the Solana network based on network conditions

(c) Typically minimal compared to other blockchain networks but may vary

(d) Paid directly by the User in SOL

(e) Non-refundable

6.4 Payment Token Conversion

6.4.1 When using payment tokens other than SOL, you acknowledge and agree that:

(a) Additional conversion or bridge fees may apply

(b) Exchange rates are determined by market conditions

(c) Conversion rates and fees are displayed before transaction confirmation

6.5 Fee Changes

6.5.1 We reserve the right to modify the fee structure with prior notice to Users through the Platform.

6.5.2 Any changes to the fee structure will be:

(a) Announced on the Platform at least 14 days before implementation

(b) Applicable to all transactions after the effective date

(c) Not applicable to pending or completed transactions

6.6 Additional Terms

6.6.1 All fees are non-refundable unless explicitly stated otherwise.

6.6.2 Users are responsible for reviewing and understanding all applicable fees before conducting any transaction.

6.6.3 Fee calculations and deductions are final and binding, except in cases of demonstrable error.

7. YOUR RESPONSIBILITIES

7.1 By using the Services, you acknowledge and understand that laws regarding cryptographic tokens may vary from jurisdiction to jurisdiction, and it is your obligation alone to ensure that you fully comply with any law, regulation or directive, relevant to your jurisdiction with regard to the use of the Services. You further represent and warrant that you will not use the Services if the laws of your country of residency prohibit you from doing so in accordance with these Terms of Service. For the avoidance of doubt, the ability to access the Services does not necessarily mean that the Services, or your activities through it, are legal under the laws, regulations or directives relevant to your jurisdiction.

7.2 Save as otherwise expressly permitted by the Company, you shall not, and shall not permit any other person, to:

7.2.1 download, modify, copy, distribute, transmit, translate, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any Services, any Services Content or any part thereof, except as expressly authorised under Clause 4 above;

7.2.2 use, offer, promote, advertise, make available, and/or distribute the contents owned by the Company;

7.2.3 attempt to trade, sell, rent, loan, lease, sublicense, grant a security interest in, or otherwise transfer any copy of the Services, any component thereof, or your rights to the Services to any other party in any way not expressly authorised herein;

7.2.4 use or introduce to the Services any data mining, crawling, “scraping”, robot, spider, crawlers or similar automated or data gathering or extraction method to access, acquire, monitor, extract, copy or collect any information or data from or through the Services, or engage in any manual process to do the same, provided, however, that the Company may, at its sole and absolute discretion, allow the use of certain third-party user interfaces;

7.2.5 access or use the Services in any manner that could interfere with, disrupt or impose an undue burden on the Services or any server or network connected to the Services or negatively affects the quality, availability, speed or functionality of the Services;

7.2.6 introduce a virus, Trojan horse, worm, time bomb, logic bomb or other malware to the Services, or other materials that are malicious or technologically harmful into our systems;

7.2.7 violate, bypass or circumvent any security measure intended to limit or prevent access to the Services, or otherwise attempt to gain unauthorised access to the Services, accounts registered to other users or to any computer systems or networks connected to the Services or any of the Company’s servers, whether through hacking, password mining, unauthorized use of another user's password/credentials or any other means;

7.2.8 interfere with, disrupt, modify, reverse engineer, disassemble, decompile, decode or derive source code from the Services (including any underlying idea or algorithm), or attempt to do any of the same;

7.2.9 circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services;

7.2.10 restrict, inhibit or interfere with use of the Services by any other user (including by hacking the Services);

7.2.11 introduce or otherwise distribute through the Services any computer program that damages, interferes with, intercepts, collects, releases or discloses any system, data or personal information of ours or any third party;

7.2.12 except as provided herein, make use of any of our trademarks, service marks, trade names or logos or those of any third party displayed on or through the Services, or modify or remove any copyright or other proprietary notice displayed on or through the Services;

7.2.13 use the Services or Services Data for any unlawful purpose, including in contravention of any Applicable Law (including sanctions laws and other laws relating to anti-money laundering, anti-bribery and corruption, tax evasion or similar tax crimes, including facilitation, and other financial crimes) or third-party rights; or

7.2.14 access or use the Services in any way not expressly permitted by these Terms of Service.

7.3 Additionally, you acknowledge and agree that you (and not the Company) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, software and services needed for you to access and use the Services, and paying all charges related thereto.

8. OWNERSHIP AND INTELLECTUAL PROPERTY

8.1 Except as expressly granted herein, all Intellectual Property Rights in and to the Services, the Services Content (including Platform audiovisual assets and artwork), data, information, and other materials, shall vest and remain vested in the Company or its licensors.

8.2 You acknowledge and agree that:

8.2.1 the Services and Services Content contain confidential and proprietary information and you shall not conceal, modify, remove, destroy or alter in any way any proprietary markings of the Company on or in the Services, Services Content or any related materials and documentation;

8.2.2 the look and feel of the Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trade mark, and/or trade dress of the Company and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company;

8.2.3 all trade marks, logos, service marks, trade names, business names and all other product or service names or slogans (collectively, the “Trade Marks”) which appear in any of the Services are registered and unregistered Trade Marks or are licensed for use by the Company from third parties;

8.2.4 the Company’s Trade Marks are solely the property of the Company. The absence of a name, logo or other mark herein does not constitute a waiver of any and all Intellectual Property Rights that the Company has established. All other Trade Marks which appear on any Services or Services Content are the property of their respective owners;

8.2.5 nothing contained in any of the Services should be construed as granting, by implication or otherwise, any license or right to use any Trade Marks displayed in any of the Services without the written permission of the Company or such third party who owns the Trade Mark; and

8.2.6 you shall not deal with or otherwise use any Trade Mark displayed in any Services and/or Services Content, contrary to the provisions of these Terms of Service.

8.3 The use or misuse of the Intellectual Property Rights of the Company or its licensors, except as expressly permitted by the Agreement, is prohibited. You shall notify the Company at [e-mail] promptly upon becoming aware of any unauthorised access to or use of the Services or Services Content by any individual or entity or of any claim that the Services or Services Content infringes upon any Intellectual Property Rights of any third party.

8.4 You acknowledge that the Services have been developed, compiled, prepared, revised, selected, and arranged by the Company and such third parties through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of the Company and such others. Accordingly, you shall protect the proprietary rights of the Company and all others having rights in the Services during and after the term of the Agreement and comply with all reasonable written requests made by the Company to protect its and others’ contractual, statutory, and common law rights in the Services and Services Content.

9. INTERACTIONS WITH OTHER USERS

You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that we reserve the right, but have no obligation, to intercede in any disputes between users. The Services may contain User Content provided by other users. We are not responsible for and do not control User Content. We have no obligation to review or monitor, and do not approve, endorse or make any representations or warranties with respect to, User Content, including without limitation any User Content embodied by or otherwise made available through the Services. You use all User Content and interact with other users at your own risk. You agree that the Company will not be responsible for any liability incurred as the result of your interactions with other users. When interacting with other users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting offline with other persons whom you don’t know. THE COMPANY ENTITIES ARE NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. NO COMPANY ENTITY WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR INTERACTIONS WITH OTHER USERS OF THE SERVICE OR YOUR USE OF OR YOUR USE OF OR INABILITY TO USE ANY INDEX TOKEN.

10. TRANSACTIONS WITH THIRD PARTIES

Under no circumstances shall it be construed that, in the case of any services, products or programmes of any third party accessible through the Services, the Company is a party to any transaction between you and such third party or that the Company endorses, sponsors, certifies, or is involved in the provision of such services, products, applications or programmes of such third party. The Company shall not be liable in any way for any products obtained and/or purchased from or services rendered by any such third party which shall be the sole responsibility of the relevant third party.

11. UPDATES AND PATCHES

The Company (or a third party on the Company’s behalf) may deploy or provide patches, updates, and modifications to the Services. You also agree that the Company may change, modify, suspend, discontinue, or restrict your access to any features or parts (including but not limited to Index Tokens) of the Services at any time without notice or liability to you.

12. FEEDBACK

12.1 This section does not apply to information supplied by you to the Services that can identify you personally. The Company believes in protecting your privacy. Please visit https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy to review our current Privacy Policy, which also governs your use of the Services and Services Content, to understand our practices.

12.2 If you send or transmit any communication, including but not limited to feedback, questions, comments or suggestions to the Company, whether by letter, email, telephone or otherwise (collectively, “Feedback”), all such Feedback is, and will be treated as non-confidential and non-proprietary. You hereby assign to the Company all right, title, and interest in, and the Company is free to use, without any attribution or compensation to you, any ideas, concepts, know-how or techniques or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to enhancing the Services, or otherwise developing, manufacturing, licensing, marketing and selling products and services based on or containing such Feedback. You also understand and agree that the Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution. The Company may use aggregated and statistical data derived from usage of the Services.

13. DISCLAIMERS AND LIMITATION OF LIABILITY

Please read this section very carefully.

13.1 Nothing in these Terms of Service excludes, restricts or modifies, or is intended to exclude, restrict or modify, any guarantee, condition, warranty, right or liability implied by Applicable Law which cannot lawfully be excluded, restricted or modified.

13.2 THE COMPANY IS NOT AN AFFILIATE OF OR AFFILIATED WITH THE OPERATOR OF THE BLOCKCHAIN ON WHICH THE PLATFORM IS BUILT AND/OR HOSTED, AND HAS NO CONTROL OVER ANY SUCH OPERATOR OF THE BLOCKCHAIN. THE USE OF THE ANY BLOCKCHAIN DOES NOT IMPLY ANY ENDORSEMENT OR SUPPORT BY THE COMPANY OF THE BLOCKCHAIN OR ITS OWNERS OR OPERATORS OR THEIR AFFILIATES. USERS ACKNOWLEDGE AND AGREE THAT THE OPERATION, GOVERNANCE, AND FUTURE DEVELOPMENT OF ANY BLOCKCHAIN ARE OUTSIDE THE CONTROL OF THE COMPANY, AND THE COMPANY SHALL UNDER NO CIRCUMSTANCES BE HELD LIABLE FOR ANY CHANGES, UPDATES, OR DECISIONS MADE IN RESPECT OF ANY BLOCKCHAIN THAT MAY AFFECT THE PLATFORM OR ANY OF THE SERVICES.

13.3 INVESTING IN CRYPTOCURRENCIES, INCLUDING MEMECOINS AND INDEX TOKENS, INVOLVES SUBSTANTIAL RISK OF LOSS AND IS NOT SUITABLE FOR EVERY INVESTOR. THE VALUE OF INDEX TOKENS MAY FLUCTUATE AND AS A RESULT, USERS MAY LOSE MORE THAN THEIR ORIGINAL INVESTMENT. YOU SHOULD NOT INVEST MONEY THAT YOU CANNOT AFFORD TO LOSE. BEFORE MAKING ANY INVESTMENT DECISION, YOU SHOULD CAREFULLY CONSIDER YOUR INVESTMENT OBJECTIVES, LEVEL OF EXPERIENCE, AND RISK APPETITE.

13.4 Nothing on or in the Services and the Services Content shall constitute or be construed as an offering of any currency or any financial instrument or as investment advice or investment recommendations (such as recommendations as to whether to purchase a currency or instrument) by the Company or a recommendation as to an investment strategy by the Company. The Company expresses no opinion as to the future or expected value of any currency, security or other interest. The Company does not explicitly or implicitly recommend or suggest any investment strategy of any kind.

13.5 YOUR ACCESS TO AND USE OF THE SERVICES AND THE SERVICES CONTENT ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE “COMPANY ENTITIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES AND THE SERVICES CONTENT; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES AND THE SERVICES CONTENT; (C) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; AND (F) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT DATA AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY ENTITIES OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. FOR CLARITY, WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO THE FUNCTIONALITY OF ANY BLOCKCHAIN AND/OR THE EXECUTION OF SMART CONTRACTS AND/OR TRANSACTIONS THEREIN.

13.6 THE SERVICES OPERATE ON THE SOLANA BLOCKCHAIN. YOU UNDERSTAND AND ACKNOWLEDGE THAT:

13.6.1 WE HAVE NO CONTROL OVER THE SOLANA NETWORK AND ITS AVAILABILITY

13.6.2 TRANSACTIONS MAY BE DELAYED OR BECOME LOST DUE TO NETWORK CONGESTION

13.6.3 NETWORK FEES MAY FLUCTUATE REGARDLESS OF THE VALUE OF YOUR TRANSACTION

13.6.4 WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR ISSUES ARISING FROM SOLANA NETWORK CONDITIONS OR FAILURES

13.7 To the maximum extent permitted by Applicable Law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of the Services and/or Services Content against the Company within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived.

13.8 IN NO EVENT SHALL THE COMPANY ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICES AND THE SERVICES CONTENT OR WITH THE DELAY OR INABILITY TO ACCESS, DISPLAY, OR USE THE SERVICES AND THE SERVICES CONTENT; ANY COMPUTER VIRUSES, INFORMATION, SOFTWARE AND THIRD-PARTY SERVICES AND PRODUCTS OBTAINED THROUGH THE SERVICES; OR OTHERWISE ARISING OUT OF THE ACCESS TO OR USE OF THE SERVICES AND THE SERVICES CONTENT WHETHER BASED ON A THEORY OF NEGLIGENCE, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.9 IN NO EVENT SHALL THE COMPANY ENTITIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF: (i) US$100 AND (ii) THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR THE SERVICES (OR SERVICE-RELATED OFFERINGS PURCHASED ON THE SERVICES, IF APPLICABLE) DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS CLAUSE REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS CLAUSE WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

14. INDEMNIFICATION

Except to the extent prohibited under Applicable Law, you shall indemnify, defend and hold harmless the Company Entities and their consultants, contractors, service providers, successors and assigns from and against any and all suits, actions, proceedings and claims by third parties and all losses, liabilities, damages, judgments, costs and expenses (including reasonable attorneys' fees) arising out of, relating to or in connection with: (i) your use (or misuse) of or access to the Services and/or Services Content; (ii) your violation of any obligation under the Agreement; (iii) your violation of any Applicable Law (including any applicable privacy laws and regulations); or (iv) your negligence or willful misconduct. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses and in the conduct of such defense.

15. CONFIDENTIALITY

15.1 During your access and use of the Services and Services Content, you may obtain the Company’s Confidential Information. Subject to the Agreement, you agree to treat all of the Company’s Confidential Information as strictly confidential and shall not use or disclose such Confidential Information to any third party without our prior written consent. You agree to take proper care and all reasonable measures to protect the confidentiality of Confidential Information in accordance with all Applicable Law and applying not less than the same standard of care as you would apply to your own confidential information but not less than a reasonable standard of care.

15.2 Upon termination of your access to our Services, or at our request, you agree to destroy or return to us all of our Confidential Information in your possession or control and certify to us that this has been done. The confidentiality obligation continues to apply if any of our Confidential Information remains in your possession or control.

16. MODIFICATION TO THE SERVICES

At any time and in the Company’s sole discretion, the Company may (in whole or in part) modify, suspend or discontinue the Services and/or any Services Content without notice, for any reason. We shall have no liability to you or to any third party for any such modification, suspension or discontinuance.

17. ENFORCEMENT

The remedies available to the Company under the Agreement are cumulative and in addition to any others available to the Company. The Company may seek all remedies available to it at law and in equity for any violation of the Agreement. The Company may suspend, terminate or block your access to the Services and/or the Services Content (in whole or in part) for any violation, or suspected violation as we determine, without notice to you. Your violation of the Agreement shall be considered a breach of contract. We reserve the right, but do not assume any obligation, to investigate any suspected violation of the Agreement or any misuse of the Services. In addition, we further reserve the right to report any activity, data or persons to, and otherwise cooperate with: (i) law enforcement authorities; (ii) financial regulators; (iii) system administrators at Internet service providers, networks or computing facilities; and (iv) providers and/or third-party vendors if we suspect that you have violated the Agreement or that you have violated any Applicable Law. You acknowledge that such reporting or cooperation may include, without limitation, providing information relating to you and/or your use of the Services, including without limitation your email address, IP address or other identifying information, to law enforcement authorities, financial regulators, third-party providers, vendors or system administrators. Further, we may disclose any information we think necessary to comply with Applicable Law or other legal process or governmental or regulatory request.

18. GOVERNING LAW; SUBMISSION TO JURISDICTION

18.1 The Agreement and any and all claims, disputes or other legal proceedings by or between you and us, including but not limited to any claims or disputes that are in any way related to or arising out of the Agreement or your use of or access to the Services and Services Content, shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to any principles of conflicts of law.

18.2 You irrevocably submit to the non-exclusive jurisdiction of the courts of the British Virgin Islands and consent to the service of process (whether personal or otherwise) by prepaid post (ordinary or registered) to your last known address in the Company’s records which shall be conclusively deemed to be received by you on the day following such posting despite any evidence to the contrary.

18.3 You acknowledge that any breach of either of Clause 7 (Your Responsibilities) or Clause 8 (Ownership and Intellectual Property) would cause immediate and irreparable harm to the Company, for which monetary damages would not be sufficient, and that, in addition to all other remedies available to the Company at law or in equity, the Company shall be entitled to seek injunctive relief without proof of damages or the posting of bond or other security in the event of such a breach or threatened breach.

19. TERMINATION

19.1 If you want to terminate the Services, you may do so by (a) notifying us at any time; and (b) closing your Account; provided, however, that notwithstanding any such termination and for the avoidance of doubt, these Terms of Service will continue to apply with respect to any Index Token owned by you. These Terms of Service remain in full force and effect while you use the Services.

19.2 You acknowledge and agree that the Company, in its sole and absolute discretion, may (i) stop providing support for or access to the Services at any time, for any reason or no reason, and (ii) terminate your right to use the Services and terminate these Terms immediately at any time without notice or liability to you. The Company shall not be required to provide benefits or other compensation to users in connection with any discontinued Services. Where necessary, the Company will use reasonable efforts to provide reasonable advance notice when it discontinues any Services.

19.3 In the event of termination of these Terms or your rights or licence granted hereunder, you must (i) cease to use the Services; (ii) immediately and permanently remove from all of your devices all aspects of the Services in your possession and control. Upon termination of these Terms for any reason, all licenses granted herein shall be automatically terminated.

19.4 No termination of the Agreement shall limit or affect rights or obligations that accrued prior to the effective date of termination or expiration (including without limitation payment obligations). Clauses 8 (Ownership and Intellectual Property), 13 (Disclaimers and Limitation of Liability), 14 (Indemnification), 15 (Confidentiality), 18 (Governing Law; Submission to Jurisdiction), 19 (Termination) and 21 (General) shall survive any termination or expiration of the Agreement.

20. FORCE MAJEURE

In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, infectious diseases, epidemics, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Our performance under the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement limits our right to comply with law enforcement or other governmental or legal requests or requirements relating to your use of the Services, or any information provided to, or gathered by, us with respect to such use.

21. GENERAL

21.1 The Agreement, and any other terms or documents referenced therein, including our Privacy Policy (which can be accessed at https://ao0-1.gitbook.io/spacebar-universe-1/docs/privacy-policy), constitute the entire agreement between you and the Company relating to your use of the Services and supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and the Company with respect to the Services. A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

21.2 You agree that no joint venture, agency, partnership, or employment relationship exists between you and the Company Entities as a result of the Agreement or use of the Services.

21.3 The Agreement, and any rights and licenses granted thereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any attempted transfer or assignment by you in violation hereof shall be null and void.

21.4 If any provision of the Agreement, including, but not limited to, the warranty disclaimers and limitations of liability set forth in these Terms of Service above, is determined to be invalid or unenforceable under Applicable Law, such provision shall be construed, limited or if necessary severed to the extent necessary to eliminate such invalidity or unenforceability and the validity of the other provisions of the Agreement and the remainder of the provision in question shall not be affected but shall remain in full force and effect.