• “Blockchain” means a blockchain or distributed ledger technology or other similar technology.
• “Blockchain System” means the combination of (i) a Blockchain; and (ii) a network of devices operating software clients or software applications that jointly or individually store, validate, process transactions with respect to, update, resolve forks with respect to and otherwise maintain, read from and write to such Blockchain.
• “Blockchain Tokens” means virtual currencies, tokens and other units of account or mediums of exchange that are implemented on a Blockchain System.
• “Decentralized Oracle Network” or “DON” means the network of third-party ‘oracles’ utilized by the Gains Network Smart Contract Systems to obtain pricing data regarding the Traded Assets. Further information about the DON can be found here.
• “Gains Network Protocol” means the software code at https://github.com/GainsNetwork.
• “Gains Network Smart Contract Systems” means all blockchain-based smart contract bytecodes that: (i) are compiled from the Gains Network Protocol (or any part thereof); (ii) are deployed to production Blockchain Systems; and (iii) are covered by the Site.
• “Host Blockchains” means each Blockchain System on which a Gains Network Smart Contract System has been deployed.
• “Site” means the web site, web pages, web applications and information and software available at or accessible through the URLs https://gainsnetwork.io/ or https://gains.trade/ or any sub-URL of any such URLs and any other Gains Network-related website or web application maintained by the Site Operator.
• “Represented Assets” means Blockchain Tokens and other assets (including national currencies (aka ‘forex’ or ‘FX’) and commodities or commodities indices (e.g. , XAU, XAG)) that, through price indexing obtained through the DON, are simulated on the Gains Network Smart Contract Systems.
• “Traded Assets” means synthetic book-entry units of account within the Gains Network Smart Contract Systems that simulate units or derivatives of units of the Represented Assets.

Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 2.

1. Content

   Site Operator makes no representations or warranties as to the quality, origin, or ownership of any content found on or available through the Site. The Site Operator shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. The Site Operator shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.

2. Token Lists and Token Identification

   In providing information about Blockchain Tokens, Traded Assets and Represented Assets, the Site makes various assumptions which may or may not be accurate. Information regarding Traded Assets and Represented Assets is sourced from a third-party Decentralized Oracle Network and the Site Operator does not offer any representation, warranty or guaranty regarding the accuracy of such information. In providing information about Blockchain Tokens, the Site may associate or presume the association of a Blockchain Token name, symbol or logo with a specific smart contract deployed to one or more Blockchain Systems. In providing all such information, the Site relies upon third-party resources which may not be accurate or may not conform to a given User’s expectations. Multiple smart contracts can utilize the same Blockchain Token name or Blockchain Token symbol as one another, meaning that the name or symbol of a Blockchain Token does not guarantee that it is the Blockchain Token desired by the User or generally associated with such name or symbol. Users must not rely on the name, symbol or branding of a Blockchain Token on the Site, but instead must examine the specific smart contract associated with the name, symbol or branding and confirm that the Blockchain Token accords with User’s expectations.

3. User Responsibility for Accounts & Security

   Users are solely responsible for all matters relating to their accounts, addresses and Blockchain Tokens and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their login information and passwords or private keys for the Site or any wallet applications or devices used in connection with the Site. The compatibility of the Site with wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty, guarantee, promise or assurance regarding the fitness or security thereof.

4. No Site Fees; Third-Party Fees Irreversible

   There are no fees or charges for use of the Site. Use of the Gains Network Smart Contract Systems and use of Host Blockchains are subject to third-party transaction fees. The Site Operator does not receive such fees and has no ability to reverse or refund any amounts paid in error.

5. Site Operator Has No Business Plan and May Discontinue, Limit, Terminate or Refuse Support for the Site or any Smart Contracts, Tokens or Pools

   The Site is a free web application operated and maintained in the sole and absolute discretion of the Site Operator. The Site Operator assumes no duties, liabilities, obligations or undertakings to continue operating or maintaining the availability of the Site and may terminate or change the Site in any or all respects at any time. The Site Operator has no business plan or revenue model for the Site. The Site Operator does not have revenues or a viable long-term business plan or capital-raising plan, and may become unable or unwilling to fund the operational costs of the Site on a long-term basis or to fund the upgrade costs required to keep the Site up to date with current technologies.

   The Site Operator has no obligation to ensure that the Site is a complete and accurate source of all information relating to the Gains Network Smart Contract Systems, Host Blockchains, Blockchain Tokens, Represented Assets, Traded Assets, or any other subject matter. The Site does not necessarily display all Blockchain Tokens or Traded Assets that are available for trading in connection with the Gains Network Smart Contract Systems or Host Blockchains. Even if the Site currently displays a particular Blockchain Token or Traded Assets or Blockchain Tokens or Represented Assets pair, the Site may discontinue tracking and publishing information about those assets or pairs at any time, in the Site Operator’s sole and absolute discretion. In the event of such a discontinuation, Users may need to rely on third-party resources such as block explorers or Blockchain System nodes in order to get equivalent information, and, depending on the User’s level of expertise and the quality of such third-party resources, this may result in the User incurring financial losses due to delays or mistakes in processing information or transactions.

   The Gains Network Protocol is available under a free open-source license, and the Site Operator does not have proprietary or exclusive rights in all copies or derivatives thereof. It is possible that additional copies of the Gains Network Protocol or derivatives thereof will be deployed to other Blockchain Systems in the future by any person, resulting in the existence of multiple ‘Gains Network-branded’ Blockchain Systems or smart contract systems. The Site Operator is under no obligation to publish information for all such copies of the Gains Network Protocol or to warn Users regarding the existence of such alternatives.

6. Site Operator May Deny or Limit Access on a Targeted Basis

   The Site Operator reserves the right to terminate or limit any person’s User status or access to or use of the Site at any time, without or without notice, as determined in the Site Operator’s sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including a person’s identity, blockchain address, IP address, internet service provider, virtual provider network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, or suspicion that User has engaged or intends to engage in any Prohibited Use.

7. Site Operator May Cooperate with Investigations and Disclose Information

   The Site Operator reserves the right at all times to cooperate with any governmental or law enforcement investigation or to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in the Site Operator’s sole and absolute discretion.

8. No Regulatory Supervision

   The Site Operator and the Site are not registered or qualified with or licensed by, do not report to and are not under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or consulted with the Site Operator regarding the accuracy or completeness of any information available on the Site. Similarly, the technology, systems, Blockchain Tokens, Represented Assets, Traded Assets, Decentralized Oracle Network, and persons relevant to information published on the Site may not be registered with or under the active supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. The Site Operator is not registered as a broker, dealer, advisor, transfer agent, money services business, crypto-asset service provider, or other intermediary.

1. License to Use Site

   Each User, subject to and conditioned upon such User’s eligibility under and acceptance of and adherence to these Terms, is hereby granted a personal, revocable, non-exclusive, non-transferable, non-sub- licensable license to view, access and use the Site for the Permitted Uses in accordance with these Terms.

2. Marks, Logos and Branding

   All Gains Network-related marks, logos, and branding used on the Site are now open-source and are made available to the public under the Gains Network Open Source Brand Policy and the Creative Commons Attribution-ShareAlike 4.0 International License. Users are free to use, modify, and distribute these marks, logos, and branding subject to the terms and conditions specified in the Gains Network Open Source Brand Policy and the accompanying GNU General Public License.

   All other marks, logos, and branding appearing on the Site, including but not limited to Blockchain Token, Represented Asset, and Traded Asset names, symbols, and logos identified on the Site which may trade in connection with the Gains Network Smart Contract Systems, remain the property of their respective owners and are not covered by the open-source license mentioned above.

3. Privacy Policy

   The Site Operator may directly or indirectly collect and temporarily store personally identifiable information for operational purposes, including for the purpose of identifying blockchain addresses or IP addresses that may indicate use of the Site from prohibited jurisdictions or by sanctioned persons or other Prohibited Uses. Except as required by applicable law, the Site Operator will have no obligation of confidentiality with respect to any information collected by the Site.

4. Gains Network Protocol

   The Gains Network Protocol will be available in various repositories at https://github.com/GainsNetwork, and will be subject to any licenses set forth in each such repository, as applicable.

1. Permitted Uses

   The Site is available exclusively for use by technologically and financially sophisticated persons who wish to use the Site for informational purposes only as an aid to their own research, due diligence and financial decision making. Before utilizing information from the Site (including any draft transaction messages) to engage in transactions, each User must independently verify the accuracy of such information (and the consistency of such draft transaction messages with the User’s intentions). The foregoing are the “Permitted Uses”.

2. Prohibited Uses

   Each User must not, directly or indirectly, in connection with their use of the Site:

   • utilize the Site other than for the Permitted Uses;
   • utilize the Site at any time when any representation of User set forth in Section 5 is untrue or inaccurate;
   • rely on the Site as a basis for or a source of advice concerning any financial decision making or transactions;
   • employ any device, scheme or artifice to defraud, or otherwise materially mislead, any person;
   • engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Site Operator or any other person;
   • violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy, trading policy or other contract governing the use of the Site;
   • engage or attempt to engage in or assist any hack of or attack on the Site or any wallet application or device, including any “sybil attack”, “DoS attack” or “griefing attack” or theft;
   • commit any violation of applicable laws, rules or regulations;
   • engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
     • trading at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity, unduly or improperly influencing market prices or establishing a price which does not reflect the true state of the market;
     • trading without changes in material beneficial ownership for the purpose of creating or inducing a false or misleading appearance of trading activity or creating or inducing a false or misleading appearance with respect to market conditions; or
     • participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing market prices;
   • transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions, in each case, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein;
   • engage in Blockchain-Token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs, or other Blockchain-Token-based fundraising events, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein; or
   • engage in any act, practice or course of business that operates to circumvent any sanctions or export controls targeting the User or the country or territory where User is located.

   The foregoing matters are referred to herein as “Prohibited Uses”.

By using the Site, each User represents and warrants to the Site Operator that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, User shall immediately cease accessing and using the Site.

1. Adult Status; Capacity; Residence; Etc.

   If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than eighteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.

2. Power and Authority

   User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid and binding obligation of User enforceable against User in accordance with its terms.

3. No Conflict; Compliance with Law

   User agreeing to these Term and using the Site does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any law applicable to User, or contract or agreement to which User is a party or by which User is bound.

4. No U.S. Usage or U.S. Persons; Absence of Sanctions

   User is not, (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, located, ordinarily resident, organized, established, or domiciled in the United States or any territory of the United States or any country where use of the Gains Network Smart Contract Systems, Host Blockchains, or related activities is illegal, prohibited, or requires a permit or license. User is not (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, identified on any list of prohibited parties under any law or by any nation or government, state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government such as the sanctions lists maintained by Panama, the United Nations Security Council, the U.S. government (including the U.S. Treasury Department’s Specially Designated Nationals list and Foreign Sanctions Evaders list), or the European Union (EU) or its member states. The Blockchain Tokens or other funds User uses to participate in the Gains Network Smart Contract Systems or Host Blockchains are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.

5. Non-Reliance

   User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including Host Blockchains, Blockchain Tokens, Represented Assets, Traded Assets, yield-generating smart contract systems, automated market making smart contract systems, bonding curve systems and “smart contracts” (runtime bytecode deployed to Host Blockchains or another blockchain). User has conducted its own thorough independent investigation and analysis of the Gains Network Smart Contract Systems, Host Blockchains, and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Site Operator in connection therewith, except as expressly set forth by Site Operator in these Terms.

Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 6.

1. No Consequential, Incidental or Punitive Damages

   Notwithstanding anything to the contrary contained on the Site, in these Terms, or in any other agreement or publication, Site Operator shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any User or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Site Operator has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted. Any refunds or other compensation or reimbursement provided at any time by Site Operator to any User shall not imply any past, current, or future obligation to provide such compensation or reimbursement in any circumstances.

2. Disclaimer of Representations

   The Site is being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Site Operator is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the User’s own risk.

3. No Responsibility for Tokens; No Guarantee of Uniqueness or IP

   Site Operator has no responsibility for the Blockchain Tokens or Traded Assets (or the corresponding Represented Assets) traded by Users on the Gains Network Smart Contract Systems or Host Blockchains. Site Operator does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Blockchain Token or Traded Assets (or the corresponding Represented Assets) traded by Users on the Gains Network Smart Contract Systems or Host Blockchains, even if information about such Blockchain Token, Traded Assets or Represented Assets is available on the Site.

4. No Professional Advice or Liability

   All information provided by or on behalf of Site Operator is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of the Site Operator. Before Users make any financial, legal, or other decisions involving the Site, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

5. Limited Survival Period for Claims

   Any claim or cause of action a User may have or acquire in connection with the Site or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Site Operator solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.

6. Third-Party Offerings and Content

   References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Site. In addition, third parties may offer promotions related to the Site. Site Operator does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Site Operator from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions.

   User further acknowledges and agrees that Site Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.

7. Certain Uses and Risks of Blockchain Technology

   (a) Use of Blockchain Technology. Site Operator or third parties may utilize experimental cryptographic technologies and blockchain technologies, including Blockchain Tokens, Traded Assets, cryptocurrencies, stablecoins, “smart contracts,” consensus algorithms, voting systems and distributed, decentralized or peer-to-peer networks or systems in connection with the Site or systems about which the Site provides information. Each User acknowledges and agrees that such technologies are novel, experimental, and speculative, and that therefore there is significant uncertainty regarding the operation and effects and risks thereof and the application of existing law thereto.

   (b) Certain Risks of Blockchain Technology. The technologies relevant to the Site depend on public peer-to-peer networks such as the Host Blockchains that are not under the control or influence of the Site Operator and are subject to many risks and uncertainties. Such technologies include the Gains Network Smart Contract Systems, which (other than based on any multisignature arrangements that may apply) Site Operator has no ability to change, other than ceasing to display information about certain “smart contracts” or adding information about new “smart contracts”. Users are solely responsible for the safekeeping of the private key associated with the blockchain address used in connection with the Gains Network Smart Contract Systems. The Site Operator will not be able to restore or issue any refund in respect of property lost or frozen due to loss of private keys or otherwise. If a User is not able to spend or use Blockchain Tokens or Traded Assets due to loss or theft of the corresponding private key or otherwise, a User will be unable to enjoy the benefits of such Blockchain Tokens or Traded Assets.

   (c) Certain Risks of Smart Contract Technology. Digital assets relevant to the Site depend on the Gains Network Smart Contract Systems or other smart contracts deployed to Host Blockchains or other Blockchain Systems, each of which may be coded or deployed by persons other than Site Operator. Host Blockchains and other Blockchain Systems, and, once deployed to a Blockchain System, the code of smart contracts, including the Gains Network Smart Contract Systems, typically cannot be modified, or can only be modified in limited ways. In the event that the Host Blockchains, Gains Network Smart Contract Systems, or other smart contracts or Blockchain Systems are adversely affected by malfunctions, bugs, defects, malfunctions, hacking, theft, attacks, negligent coding or design choices, or changes to the applicable protocol rules, Users may be exposed to a risk of total loss and forfeiture of all relevant digital assets. Site Operator assumes no liability or responsibility for any of the foregoing matters.

   (d) Asset Prices. The fiat-denominated prices and value in public markets of cryptocurrencies and Blockchain Tokens and Traded Assets have historically been subject to dramatic fluctuations and may be highly volatile. As relatively new products and technologies, blockchain-based assets are not widely accepted as a means of payment for goods and services. A significant portion of demand for these assets is generated by speculators and investors seeking to profit from the short- or long-term holding of blockchain assets. The market value of any Blockchain Token or Traded Asset may decline below the price for which a User acquires such asset through the Host Blockchains or Gains Network Smart Contract Systems or on any other system. User acknowledges and agrees that the costs and speeds of transacting with cryptographic and blockchain-based systems such as the Host Blockchains and Gains Network Smart Contract Systems are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use any Blockchain Tokens or Traded Assets.

   (e) Regulatory Uncertainty. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties, and the Host Blockchains, Gains Network Smart Contract Systems, or any Blockchain Tokens or Traded Assets (or the corresponding Represented Assets) could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.

   (f) Cryptography Risks. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to Blockchain Systems, Host Blockchains, Gains Network Smart Contract Systems, Blockchain Tokens, or Traded Assets, including the theft, loss or inaccessibility thereof.

   (g) Fork Handling. Host Blockchains, the Gains Network Smart Contract Systems, and all Blockchain Tokens and Traded Assets (or corresponding Represented Assets) may be subject to “forks.” Forks occur when some or all persons running the software clients for a particular Blockchain System adopt a new client or a new version of an existing client that: (i) changes the protocol rules in backwards-compatible or backwards-incompatible manner that affects which transactions can be added into later blocks, how later blocks are added to the blockchain, or other matters relating to the future operation of the protocol; or (ii) reorganizes or changes past blocks to alter the history of the blockchain. Some forks are “contentious” and thus may result in two or more persistent alternative versions of the protocol or blockchain, either of which may be viewed as or claimed to be the legitimate or genuine continuation of the original. Site Operator may not be able to anticipate, control or influence the occurrence or outcome of forks, and does not assume any risk, liability or obligation in connection therewith. Without limiting the generality of the foregoing, Site Operator does not assume any responsibility to notify a User of pending, threatened or completed forks. Site Operator will respond (or refrain from responding) to any forks in such manner as Site Operator determines in its sole and absolute discretion, and Site Operator shall not have any duty or obligation or liability to a User if such response (or lack of such response) acts to a User detriment. Without limiting the generality of the foregoing, Site Operator’s possible and permissible responses to a fork may include: (i) honoring the Host Blockchains, Gains Network Smart Contract Systems, Blockchain Tokens, or Traded Assets (or corresponding Represented Assets) on both chains; (ii) honoring the Host Blockchains, Gains Network Smart Contract Systems, Blockchain Tokens, or Traded Assets (or corresponding Represented Assets) on only one of the chains; (iii) honoring the Host Blockchains, Gains Network Smart Contract Systems, Blockchain Tokens, or Traded Assets (or corresponding Represented Assets) in different respects or to a different extent on both chains; or (iv) any other response or policy or procedure, as determined by Site Operator in its sole and absolute discretion. Each User assumes full responsibility to independently remain apprised of and informed about possible forks, and to manage the User’s own interests and risks in connection therewith.

   (h) Essential Third-Party Software Dependencies. The Host Blockchains, Gains Network Smart Contract Systems, and other relevant Blockchain Systems and smart contracts are public software utilities which are accessible directly through any compatible node or indirectly through any compatible “wallet” application (such as the web browser plugin Metamask) which interacts with such a node. Interacting with the Gains Network Smart Contract Systems does not require use of the Site, but the Site provides a convenient and userfriendly method of reading and displaying data from the Gains Network Smart Contract Systems and generating standard transaction messages compatible with the Gains Network Smart Contract Systems. Because the Site does not provide wallet software or nodes for Host Blockchains, and does not provide the Decentralized Oracle Network that prices Traded Assets based on Represented Assets, such software constitutes an essential third-party or user dependency without which the Gains Network Smart Contract Systems cannot be utilized, and Blockchain Tokens and Traded Assets cannot be traded or used. Furthermore, the Site may utilize APIs, middleware and servers of Site Operator or third parties, and Site Operator does not guarantee the continued operation, maintenance, availability or security of any of the foregoing dependencies.

8. Tax Issues

   The tax consequences of purchasing, selling, holding, transferring or locking Blockchain Tokens or otherwise utilizing the Gains Network Smart Contract Systems are uncertain, may vary by jurisdiction and may be adverse to a User. Site Operator has undertaken no due diligence or investigation into such tax consequences, assumes no obligation or liability to optimize the tax consequences to any person and is not providing any tax advice.

9. Legal Limitations on Disclaimers

   Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.

10. Officers, Directors, Etc.

    All provisions of these Terms which disclaim or limit obligations or liabilities of Site Operator shall also apply, mutatis mutandis, to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Site Operator.

11. Indemnification

    Each User shall defend, indemnify, compensate, reimburse and hold harmless Site Operator (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Site; (b) User’s violation of these Terms or any other applicable policy or contract of Site Operator; or (c) User’s violation of any rights of any other person or entity.

1. Governing Law

   These Terms shall be governed by and construed and interpreted in accordance with the laws of Panama (irrespective of the choice of laws principles) as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Site may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Site Operator in any forum outside Panama.

2. Settlement Negotiations

   If a User has a potential legal dispute, claim or cause of action against Site Operator, the User shall first (prior to initiating any litigation proceedings) contact Site Operator by sending an email to [email protected] describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by the Site Operator, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 7.

3. Agreement to Binding, Exclusive Arbitration

   (a) Mandatory Binding Arbitration. All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to these Terms or any of the matters or transactions contemplated by these Terms (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of these Terms is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “ Disputes ”) shall be resolved by confidential, binding arbitration to be seated in Panama and conducted in the English language by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “ Rules ”). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. If the Company elects to have a Dispute resolved by arbitration pursuant to this provision, no party hereto shall (or shall permit its representatives to) commence, continue or pursue any Dispute in any court; provided, however, that the Company shall be entitled to obtain an injunction or injunctions to prevent breaches of this provision and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy to which the Company is entitled at law or in equity, and the parties hereto hereby waive the requirement of any posting of a bond in connection with such injunctive relief or specific performance.

   (b) Waiver of Jury Trial. The parties hereby acknowledge, represent and warrant that they understand that:

   • there is no judge or jury in arbitration, and, absent this mandatory provision, the parties would have the right to sue in court and have a jury trial concerning Disputes;
   • in some instances, the costs of arbitration could exceed the costs of litigation;
   • the right to discovery may be more limited in arbitration than in court; and
   • court review of an arbitration award is limited. Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any action, suit or other legal proceeding arising out of or related to these Terms or the transactions contemplated hereby.

   (c) Confidentiality of Arbitration. Except to the extent necessary to enforce their respective rights under these Terms or as otherwise required by applicable law, the parties undertake to maintain confidentiality as to the existence and events of the arbitration proceedings and as to all submissions, correspondence and evidence relating to the arbitration proceedings. This provision shall survive the termination of the arbitral proceedings.

4. Court Jurisdiction

   To the extent that any court is required to weigh on the enforceability of Section 7.3, to enforce any judgment of the arbitrator, then, without limiting Section 7.3 or any other provision of this Agreement, the User (A) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of Panama for such purpose; (B) agrees not to commence any suit, action or other proceeding arising in connection with or based upon this instrument or the matters contemplated by this instrument except before the courts of Panama, and (C) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this instrument or the subject matter hereof or thereof may not be enforced in or by such court.

5. Class Action Waiver

   (a) No Class Actions Permitted. All Users hereby agree that any arbitration or other permitted action with respect to any Dispute shall be conducted in their individual capacities only and not as a class action or other representative action, and the Users expressly waive their right to file a class action or seek relief on a class basis. USERS SHALL BRING CLAIMS AGAINST SITE OPERATOR OTHER ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

   (b) Agreements if Class Action Waiver Unenforceable. If any court or arbitrator makes a final, binding and non-appealable determination that the class action waiver set forth in this Section 7.5 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void with respect to any Dispute that would thus be required to be resolved by arbitration on a class basis, and the parties shall be deemed to have not agreed to arbitrate such Dispute. In the event that, as a result of the application of the immediately preceding sentence or otherwise, any Dispute is not subject to arbitration, the parties hereby agree to submit to the personal and exclusive jurisdiction of and venue in the courts located in Panama and to accept service of process by mail with respect to such Dispute, and hereby waive any and all jurisdictional and venue defenses otherwise available with respect to such Dispute.

1. Headings

   The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.

2. Successors and Assigns

   These Terms shall inure to the benefit of Site Operator, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not assign any of a User rights or delegate any of a User liabilities or obligations under these Terms to any other person without Site Operator’s advance written consent. The Site Operator may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.

3. Severability

   In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Site Operator shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.

4. Force Majeure

   Site Operator shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Host Blockchains, Gains Network Smart Contract Systems, or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Site Operator to provide the Site), it being understood that Site Operator shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Site Operator operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

5. Amendments and Modifications

   These Terms may only be amended, modified, altered or supplemented by or with the written consent of the Site Operator. The Site Operator reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Site. A User shall be responsible for reviewing and becoming familiar with any such modifications.

   Each User hereby waives any right such User may have to receive specific notice of such changes or modifications. Use of the Site by a User after any modification of these Terms constitutes the User’s acceptance of the modified terms and conditions. If a User does not agree to any such modifications, the User must immediately stop using the Site.

6. No Implied Waivers

   No failure or delay on the part of Site Operator in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Site Operator shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Site Operator, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

7. Entire Agreement

   These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

8. Rules of Interpretation
   • “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;
   • “include(s)” and “including” shall be construed to be followed by the words “without limitation”;
   • “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise;
   • any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms;
   • section titles, captions and headings are for convenience of reference only and have no legal or contractual effect;
   • whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and
   • except as otherwise indicated, all references in these Terms to “Sections,” “clauses,” etc., are intended to refer to sections, clauses, etc. of these Terms.