diff --git a/src/app/terms-of-service/page.tsx b/src/app/terms-of-service/page.tsx
index eca05cb0a..8434451be 100644
--- a/src/app/terms-of-service/page.tsx
+++ b/src/app/terms-of-service/page.tsx
@@ -76,598 +76,411 @@ const Terms = () => {
return (
Last updated: October 9, 2023 Last updated: March 25, 2026
- Scroll Foundation (“Scroll Foundation”, “we,” “us,” or “our”), currently provides a website-hosted user interface that can be accessed at
-
- Scroll and the suite of open source software underlying it are contributed, used, and supported by a wide variety of participants. Scroll
- Foundation is one of these many participants and contributes to the Scroll ecosystem. To facilitate the early-stage development of the Scroll
- ecosystem, Scroll Foundation currently operates the Sites. Scroll Foundation may transition the maintenance and operation of certain Sites to
- one or more separate entities that are part of the Scroll community in the future.
+ You must read these Terms carefully as it governs your use of the Websites. By accessing or using the Websites, you signify that you have
+ read, understand, and agree to be bound by these Terms in its entirety. If you do not agree, you are not authorized to access or use the
+ Websites and should not use the Websites.
+ BY USING THE WEBSITES, INCLUDING BUT NOT LIMITED TO BY CONNECTING A WALLET (AS DEFINED BELOW) PURSUANT TO THE TERMS AND PROCESSES DESCRIBED
+ HEREIN, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS IN ITS ENTIRETY. YOU ARE RESPONSIBLE FOR MAKING YOUR OWN
+ DECISION REGARDING YOUR USE OF THE WEBSITES. ANY USE OF ANY OF THE WEBSITES IS SOLELY AT YOUR OWN RISK AND IT IS YOUR SOLE RESPONSIBILITY TO
+ SEEK APPROPRIATE PROFESSIONAL, LEGAL, TAX, AND OTHER ADVICE WHERE APPLICABLE.
+
+ BY USING ANY OF THE WEBSITES, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL RISKS RELATED THERETO, INCLUDING (WITHOUT LIMITATION) THE RISKS SET OUT
+ IN THESE TERMS. IN NO EVENT SHALL SCROLL OR ANY OF OUR CONTRACTORS, AGENTS, OR ANY INDIVIDUALS ACTING UNDER SCROLL’S INSTRUCTIONS BE
+ HELD LIABLE IN CONNECTION WITH OR FOR ANY CLAIMS, LOSSES, DAMAGES, OR OTHER LIABILITIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT
+ OF OR IN CONNECTION WITH THE USE OF THE WEBSITE.
+
+ To access or use the Website, you must be able to form a legally binding contract with Scroll. Accordingly, you represent that you are at
+ least the age of majority in your jurisdiction (e.g., 18 years old) and have the full right, power, and authority to enter into and comply
+ with these Terms on behalf of yourself and any company or legal entity for which you may access or use the Website.
+
+ You further represent that you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority
+ or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of
+ Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is
+ the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that
+ your access and use of the Website will fully comply with all applicable laws and regulations, and that you will not access or use the Website
+ to conduct, promote, or otherwise facilitate any illegal activity.
+
- These Website Terms and Conditions (these “Terms”) set forth the legally binding terms and conditions that govern your use of the Service and
- Sites. Please note that certain parts and features of the Service or Site may be subject to additional guidelines, terms, or rules, which will
- be posted on the Site in connection with such parts and features. All such additional terms, guidelines, and rules, including but not limited
- to the Privacy Policy and the Cookies Policy, are incorporated by reference into these Terms. By accessing or using the Service or any Sites,
- you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the
- willingness, right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent).
+ You are solely responsible for ensuring that your use of the Website complies with all applicable laws, regulations, and restrictions in your
+ jurisdiction. We do not guarantee the availability or legality of the Website or its functionalities in all jurisdictions. We reserve the sole
+ and absolute right to prevent any person from accessing it, based on its determination that such person may be ineligible or may be engaged in
+ any conduct that Scroll considers harmful, unlawful, inappropriate, or unacceptable.
- We reserve the right to change these Terms at any time. All changes are effective immediately when we post them. Your continued use of the
- Service or any Site following the posting of revised Terms means that you accept and agree to the changes. Please check this page frequently
- so you are aware of any changes, as they are binding on you.
+ We reserve the right, in our sole discretion, to modify these Terms from time to time. If we make any material modifications, we will notify
+ you by updating the date at the top of the Agreement and by maintaining a current version of the Terms at{" "}
+ Each of the Websites provides access to a set of decentralized smart contracts available on the Scroll blockchain:
+
+
+ (collectively, the “Protocols”).
+ Please note that this list may be updated from time to time. The Websites are distinct from each of the Protocols named here, and are one of
+ but not the exclusive means of accessing these Protocols.
+
- SECTION 14 CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO
- BINDING AND FINAL ARBITRATION.{" "}
-
- YOU ARE AGREEING TO MANDATORY ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.
- {" "}
- BY ACCESSING OR USING THE SERVICE OR ANY OF THE SITES, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS,
- INCLUDING THE BINDING ARBITRATION AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS IN THEIR ENTIRETY, PLEASE DO NOT USE THE SERVICE OR ANY
- OF THE SITES IN ANY MANNER.
+ By using the Websites, you understand that you are not buying or selling digital assets from Scroll, and that we do not control trade
+ execution on any of the Protocols named above.
+
+ To access any of the Websites, you must use a non-custodial wallet software, which allows you to interact with public blockchains. Your
+ relationship with that non-custodial wallet provider is governed by the applicable terms of service with respect to the applicable terms of
+ service of such third party. We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer
+ its contents. By connecting your wallet to any of our Websites, you agree to be bound by these Terms and all of the terms incorporated herein
+ by reference.
+ The Website may include integrations, links or other access to third party services, sites, technology, content and resources (each a
+ “Third-Party Service”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions,
+ privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use
+ Third-Party Services on the websites or via the technology platforms of their respective providers. You will be responsible for any and all
+ costs and charges associated with your use of any Third-Party Services. Scroll enables these Third-Party Services merely as a convenience and
+ the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third
+ parties while using the Website are between you and the third party. Scroll will 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 Third-Party Services.
+
- DISCLAIMERS
+ We have no control over and are not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or
+ completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We
+ encourage you to review the respective policies of the third parties providing Third-Party Services prior to using such services.
+
+ The Website may contain references or links to third-party resources, including, but not limited to, information, materials, products, or
+ services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of our Website. We do
+ not approve, monitor, endorse, warrant or assume any responsibility for any such resources or promotions. If you access any such resources or
+ participate in any such promotions, you do so at your own risk, and you understand that these Terms do not apply to your dealings or
+ relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or
+ participation in any such promotions.
+
+ We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute,
+ eliminate or add to the Website or any of its functionalities and products; (b) to review, modify, filter, disable, delete and remove any and
+ all content and information from the Website or any of its functionalities and products.
+
+ We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing
+ that we disclose information or content or information that you provide.
+
+ You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use
+ of the Website:
- THE SERVICE AND EACH SITE IS PROVIDED BY SCROLL FOUNDATION ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
- INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT
- AVAILABILITY, ACCESSIBILITY, OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE.
+ Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark,
+ patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.
- We make no representation, warranty, guarantee, or undertaking regarding Scroll or any of its products, services, or activities, or
- regarding the Service or any Site, whether express or implied, including but not limited to warranties of compliance, accuracy,
- reliability, validity, merchantability, fitness for a particular purpose, quality, availability, durability, and noninfringement, or as to
- any of it being uninterrupted, error free, free of harmful components, or secure.
+ Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any
+ computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of
+ viruses and denial of service attacks.
- We are not liable for, or in connection with, any actions, proceedings, claims, damages, expenses or other liabilities, whether in an
- action of contract, tort or otherwise, arising from, related to or in connection with Scroll or any of its products, services, or
- activities, or the Service or any Site, or the use or dealings in or with any of them or in reliance thereon.
+ Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited
+ to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
- We are not, do not speak for, and cannot bind, the Scroll community. The Scroll community is a collection of independent contributors to
- Scroll. Scroll Foundation is a separate, independent entity. While we currently contribute to the Scroll ecosystem, we do not speak for
- the community, and cannot contractually bind it in any manner.
+ Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading
+ markets, including, but not limited to, the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash
+ trading.
- We do not endorse third parties or third party information. Any time we link to, quote or otherwise reference a third party or reproduce
- or incorporate their information, content or material, it is solely for informational purposes. You should not assume that we have
- verified the accuracy of, or endorse in any way, such information, content or materials.
+ Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the
+ trading of securities or derivatives, including, but not limited to, the unregistered offering of securities and the offering of leveraged
+ and margined commodity products to retail customers in your jurisdiction of residence.
- When we talk about future ideas or prospects, we are expressing our vision and hopes, and there is no commitment or guarantee that it will
- come true, that we will implement any of it, or that it will work.
+ Sale of Stolen Property. Buying, selling, or transferring of stolen items, fraudulently obtained items, items taken
+ without authorization, and/or any other illegally obtained items.
+
+ Data Mining or Scraping. Activity that involves data mining, robots, scraping, or similar data gathering or extraction
+ methods of content or information from any of our Products.
+
+ Objectionable Content. Activity that involves soliciting information from anyone under the age of 18 or that is otherwise
+ harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of
+ another’s privacy, hateful, discriminatory, or otherwise objectionable.
+
+ Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or
+ another relevant jurisdiction, including, but not limited to, the restrictions and regulatory requirements imposed by your jurisdiction of
+ residence.
- Access to the Service and Sites; Your Apps. You may only access or use the Service and Sites or accept the Terms if
- you are an individual of legal age to form a binding contract (or if not, you have received your parent’s or guardian’s permission to
- use the Service or Site and have gotten your parent or guardian to agree to the Terms on your behalf). If you are agreeing to the
- Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to the Terms on that
- organization’s or entity’s behalf and bind them to the Terms (in which case, the references to “you” and “your” in the Terms, except
- for in this sentence and in the paragraph directly above, refer to that organization or entity). You are responsible for maintaining
- the confidentiality of your credentials and are fully responsible for any and all activities that occur under your credentials.
-
- As between Scroll Foundation and you, you will be solely responsible for your applications (“Your Apps”), including their development,
- operation, maintenance and all related content and materials.
-
- License; Open Source Components.
- Subject to these Terms, you are hereby granted a non-transferable, non-exclusive, revocable, limited license to use and access the
- Sites and the Service solely for your own personal, non-commercial use, subject to the following restrictions: (a) you shall not
- license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service or Sites, whether in
- whole or in part, or any content displayed on the Service or Sites; and (b) you shall not modify, make derivative works of,
- disassemble, reverse compile or reverse engineer any part of the Service or Sites. All copyright and other proprietary notices on the
- Service and Sites (or on any content displayed on the Service or Sites) must be retained on all copies thereof.
-
- As noted above, certain software components underlying Scroll are made available under separate open source licenses, such as the MIT
- License and other open source licenses. You agree not to violate the terms of any such open source licenses. In the event of a
- conflict between the license granted to you in these Terms and any separate licenses for any software components underlying Scroll,
- the separate license will prevail with respect to the software that is the subject of the separate license.
-
- The Interface.
- The Interface facilitates your ability to access Scroll, but the Interface is distinct from Scroll. It provides one, but not the
- exclusive, means of accessing Scroll. Scroll is public, permissionless, and runs on open-source self-executing smart contracts. Scroll
- enables people to do various things, such as processing Ethereum transactions more efficiently and interacting with smart
- contract-based applications (“dApps”). The Interface, on the other hand, enables you to initiate messages to Scroll to bridge digital
- assets between the Ethereum and Scroll public blockchains.
-
- Your Use of Wallets.
- To access the Interface or other components of the Service, you must use non-custodial wallet software (a “Web3 wallet”), which
- constructs and broadcasts the data (“transactions”) that allows you to interact with Scroll. By using your Web3 wallet in connection
- with accessing the Interface or other components of the Service, you agree that you are using the Web3 wallet under the terms and
- conditions of the applicable provider of the Web3 wallet. No Web3 wallet is created by, operated by, maintained by, or affiliated with
- us. Accordingly, we do not have custody or control over the contents of your Web3 wallet and we have no ability to retrieve or
- transfer its contents. Your relationship with any given Web3 wallet provider is governed by the applicable terms of service of that
- third party, not these Terms.
-
- Assumption of risk.
- By using the Service or any Sites, you (a) represent that you are sophisticated enough to understand the various inherent risks of
- using cryptographic and public blockchain-based systems, including but not limited to the Interface and other components of the
- Service, Scroll, and digital assets, and (b) acknowledge and accept all such risks, and agree that we make no representations or
- warranties (expressly or implicitly) regarding, and that you will not hold us liable for those risks, including but not limited to the
- risks described below, any or all of which could lead to losses and damages, including the total and irrevocable loss of your assets.
- These risks include, but are not limited to:
-
- Wallet security and safekeeping.
- You are solely responsible for the safeguarding and security of your Web3 wallets. If you lose your wallet seed phrase, private
- keys, or password, you may be forever unable to access your digital assets. Any unauthorized access to your wallet by third
- parties could result in the loss or theft of your digital assets. We have no involvement in, or responsibility for, storing,
- retaining, securing or recovering your Web3 wallet seed phrases, private keys, or passwords, or for any unauthorized access to
- your Web3 wallet.
-
- Blockchain technology.
- Public blockchains, and the technology underlying and interacting with cryptographic and public blockchain-based systems, are
- experimental, inherently risky, and subject to change. Among other risks, bugs, malfunctions, cyberattacks, or changes to a
- particular public blockchain (e.g., via forks) could disrupt these technologies irreparably. There is no guarantee that any of
- these technologies will not become unavailable, degraded, or subject to hardware or software errors, operational or technical
- difficulties, denial-of-service attacks, other cyberattacks, or other problems requiring maintenance, interruptions, delays, or
- errors.
-
- Network cost and performance.
- The cost, speed, and availability of transacting on public blockchain systems are subject to significant variability. There is
- no guarantee that any transfer will be confirmed or transferred successfully.
-
- Blockchain transactions and smart contract execution.
- Public blockchain-based transactions (including but not limited to transactions automatically executed by smart contracts) are
- generally considered irreversible when confirmed. Any transaction that will interact with smart contracts or be recorded on a
- public blockchain must be recorded with extreme caution.
-
- Digital assets.
- The markets for digital assets are nascent and highly volatile due to various risk factors including (but not limited to)
- adoption, speculation, technology, security, and regulation. Digital assets and their underlying blockchain networks are complex
- emerging technologies that may be subject to delays, halts or go offline as a result of errors, forks, attacks or other
- unforeseeable reasons. Anyone can create a digital asset, including fake versions of existing digital assets and digital assets
- that falsely claim to represent projects. So-called stablecoins may not be as stable as they purport to be, may not be fully or
- adequately collateralized, and may be subject to panics and runs. You are solely responsible for understanding the risks
- specific to each digital asset that is relevant to you.
-
- Cyber Security.
- In addition to being an especially novel and untested implementation of blockchain technology in general, cross-blockchain
- bridging technology and other blockchain related technology has historically been, and may in the future be, the subject of
- numerous cyberattacks and exploits, including without limitation hacks that exploit a vulnerability in the associated software,
- hardware, systems or other equipment or social engineering to gain control of the any bridge or other blockchain-related
- components, wallets, smart contracts or other related systems.
-
- Control of Scroll.
- Scroll is subject to periodic upgrades, which may introduce other risks, bugs, malfunctions, cyberattack vectors, or other
- changes to Scroll that could disrupt the operation of the Interface or other components of the Service, the functionality of
- bridging, your ability to access bridged digital assets, or otherwise cause you damage or loss.
-
- Third Party Risks.
- Third-party products (including dApps) carry their own individual, often times highly significant risks. When you use the
- Interface to interact with any third-party products, you are subject to all of those risks. We disclaim all risk arising from
- the acts and omissions of any third party, including any third party with whom you transact or interact with using the Service.
- We are not responsible for confirming the identity of or overseeing any third party with whom you may interact using the
- Service.
-
- Legal Process.
- We may suspend or terminate your use of the Service if you or any of your assets are subject to legal process or other
- encumbrance restricting any transaction or your use of the Service, and to address and investigate any suspicious activity we
- identify in connection with your use of the Service. We may comply with any such legal process. We may, but are not required to,
- request that you provide information and documentation regarding your identity and assets in order to use the Service.
-
- Legislative and regulatory risks.
- Digital assets, blockchain technology, and any related software and services are subject to legal and regulatory uncertainty in
- many jurisdictions. Legislative and regulatory changes or actions may adversely affect the usage, transferability,
- transactability and accessibility of digital assets, bridging, Scroll, or the Interface or other components of the Service.
- 1. Eligibility and Restrictions
+ 2. Changes to the Terms of Use
3. Description of the Websites
+
+
+ 4. Third Party Services and Content
+ 5. Third Party Resources and Promotions
+ 6. Modification of our Website
+ 7. Additional Rights
+ 8. Prohibited Behavior
+
-
-
-
- Intellectual Property Rights. - The Service and the Sites and their entire contents, features, and functionality (including but not limited to all information, - software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by us, our licensors - or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property - or proprietary rights laws. Neither these Terms (nor your access to the Service or any Sites) transfers to you or any third party any - rights, title or interest in or to such intellectual property rights, except as indicated otherwise. -
-- Feedback. - If you provide us with any feedback or suggestions regarding the Service or any Sites (“Feedback”), you hereby assign to us all rights - in such Feedback and agree that we have the right to use and fully exploit such Feedback and related information in any manner we deem - appropriate. Any Feedback you provide will be treated as non-confidential and non-proprietary, and we will be entitled to the - unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or - compensation to you. -
-- Third-Party Materials. - The Service and Sites contain references, links, and enables you to connect to third-party resources including (but not limited to) - Web3 wallets, non-standard bridges, applications (including dApps), and other information, materials, products, or services, which we - do not own or control (collectively, “third-party products”). We do not approve, monitor, endorse, make any representations or - warranties (expressly or implicitly) or assume any responsibility for any third-party products, any component thereof, or the manner - in which those products or components interact with the Service or any Sites. When you use or rely on any third-party products, you do - so at your own risk. You understand that you are solely responsible for any fees or costs associated with using third-party products - and that, unless stated herein, the Terms do not otherwise apply to your dealings or relationships with any third parties or - third-party products. -
-- Prohibited Uses; Legal Compliance. - You may use the Service or any Sites only for lawful purposes and in accordance with these Terms. The following are examples of the - kinds of content and/or uses that are prohibited. Scroll Foundation reserves the right to investigate and take appropriate legal - action against anyone who, in Scroll Foundation’s sole discretion, violates this provision, including reporting the violator to law - enforcement authorities. -
-You agree not to:
-- use Scroll, the Service or any Sites (including Your Apps) in any way that violates any applicable federal, state, local, or - international law or regulation, including, without limitation, any applicable sanctions laws, export control laws, securities - laws, anti-money laundering laws, privacy laws; -
-use any device, software or routine that interferes with the proper working of Scroll, the Service or any Site;
-- use any data mining tools, robots, crawlers, or similar data gathering and extraction tools to scrape or otherwise remove data - from the Service or any Site or harvest or otherwise collect information from the Service or any Site for any unauthorized - purpose; -
-- use any manual process to monitor or copy any of the material on the Service or any Site or for any other unauthorized purpose - without our prior written consent; -
-- attempt to probe, scan or test the vulnerability of Scroll, the Service or any Site, or otherwise seek to interfere with or - compromise the integrity, security, or proper functioning of Scroll, the Service or any Site; -
-- attempt to interfere with the proper working of Scroll, the Service or any Site, or interfere with, damage, or disrupt any parts - of Scroll, the Service or any Site, the server(s) on which any of them are stored, or any server, computer or database connected - to any of them; -
-further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
-- engage in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or - misleading information in order to unlawfully obtain the property of another; -
-- {" "} - engage in any activity for which you do not possess the required permits, licenses, registrations, authorizations, or other - qualifications required by applicable law. -
-- reverse engineer, disassemble, or decompile the Service or any Site or apply any other process or procedure to derive the source - code of any software included in Service or any Site except to the extent applicable law does not allow this restriction or such - rights have been expressly granted to you under a separate license; -
-sublicense, sell, or otherwise distribute the Service or any Site, or any portion thereof;
-- use the Service or any Site to distribute any content that (i) infringes any intellectual property or other proprietary rights of - any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains - software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any - computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) - constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales; (vi) is unlawful, - harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, - invasive of another’s privacy, hateful or discriminatory; or (vii) may expose Scroll Foundation or its users to any harm or - liability of any type -
-- attack Scroll, the Service or Site via a denial-of-service attack or a distributed denial-of-service attack or otherwise attempt - to interfere with the proper working of Scroll, the Service or any Site; or -
-encourage or enable any other person to do any of the foregoing.
-- If you are blocked by Scroll Foundation from accessing the Service or any Sites (including by blocking your IP address), you agree not - to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private - network). -
-- You represent and warrant that you will comply with all laws that apply to you, your use of the Service and Sites, and your actions - and omissions that relate to the Service and Sites. If your use of the Service or any of the Sites is prohibited by applicable laws, - then you are not authorized to use the Service or the Site and you must immediately cease using the Service or the Site. We will not - be responsible for your using the Service or any of the Sites in a way that is a violation of any law. -
-- Export Controls and Sanctions Laws. - By using the Service or any Sites, you represent, warrant, and covenant that: -
-- neither you, nor any of your affiliates, nor, as applicable, any director, officer, employee, shareholder, agent, or - representative of you or any of your affiliates is or shall become a Prohibited Person; -
-- you, your affiliates, and, as applicable, your directors, officers, employees, agents, and representatives and those of your - affiliates are and have been in full compliance with Export Controls and Sanctions Laws, and shall not directly or indirectly - engage in or facilitate any transaction, act, dealing, or practice in the use of the Service or Sites or otherwise in connection - with these Terms that could cause any party to these Terms, including Scroll Foundation to violate or be subject to penalty or any - other adverse consequences under any Export Controls and Sanctions Laws; -
-- you shall immediately cease using the Service or the Site (i) in the event that you, any of your affiliates, or, as applicable, - any of your directors, officers, employees, shareholders, agents, or representatives or those of your affiliates becomes a - Prohibited Person; or (ii) of any other changes to or noncompliance with any representation, warranty, or covenant provided - herein; and -
-- you shall fully cooperate with Scroll Foundation in responding to any internal or government inquiry, investigation, or audit - concerning compliance with Export Controls and Sanctions Laws in connection with these Terms. -
-- Notwithstanding anything to the contrary in these Terms, if you, your affiliates, or, as applicable, any of your directors, officers, - employees, shareholders, agents, or representatives or those of your affiliates becomes a Prohibited Person at any time in which you - are using the Service or Sites, or if performance under these Terms otherwise becomes unlawful or may, in Scroll Foundation’s sole - discretion, subject Scroll Foundation to negative consequences under Export Controls and Sanctions Laws, then Scroll Foundation may, - in its sole discretion, reject and block any transaction or your access to the Service and Sites and any interests in property, or - terminate, cancel, or suspend in whole or in part the Service, without any liability of Scroll Foundation to you. -
-For purposes of this Section:
-- “Export Controls and Sanctions Laws” means all applicable export control and economic sanctions laws and regulations imposed, - administered, or enforced from time to time by (i) the U.S. government, including the Export Administration Regulations, the - International Traffic in Arms Regulations, and the trade and economic sanctions regulations administered by the U.S. Department of - Treasury’s Office of Foreign Assets Control (“OFAC”); and (ii) the United Nations Security Council, the European Union, any - European Union member state, the United Kingdom, and any other applicable governmental authority; -
-- “Prohibited Person” means (i) any individual, entity, or wallet address that has been determined by competent authority to be the - subject or target of any prohibition or restriction under Export Controls and Sanctions Laws; (ii) the government, including any - political subdivision, agency, or instrumentality thereof, of any Sanctioned Jurisdiction or Venezuela; (iii) any individual or - entity located, organized, operating, or residing in any Sanctioned Jurisdiction; (iv) any individual, entity, or wallet address - that has been identified on the OFAC Specially Designated Nationals and Blocked Persons List or Consolidated Sanctions List, or - designated on any similar list or order published by the U.S. government or any other applicable governmental authority, - including, without limitation, the Denied Persons List, Entity List, Unverified List, or Military End User List of the U.S. - Department of Commerce, or the Debarred List or Nonproliferation Sanctions List of the U.S. Department of State; and (v) any - individual, entity, or wallet address owned or controlled by, or that acts for or on behalf of, any of the foregoing; and -
-- “Sanctioned Jurisdiction” means, at any time, any country, region or territory which is itself the subject or target of - comprehensive economic sanctions or embargoes under Export Controls and Sanctions Laws, including, without limitation, Cuba, Iran, - North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk People’s Republic and Luhansk People’s Republic - regions of Ukraine. -
-- Indemnification; Release. - To the fullest extent permitted by applicable laws, you agree to indemnify, defend and hold harmless Scroll Foundation, as well as its - affiliates and service providers, and each of their respective past, present and future officers, directors, members, employees, - consultants, representatives and agents, and each of their respective successors and assigns (the “Indemnified Parties”) from and - against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, - interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court - costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or - unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or - otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise - out of or are related to: (a) your use of Scroll, the Service or any Site; (b) your violation of these Terms or applicable law; (c) - your violation of the rights of a third party; and (d) your negligence or willful misconduct. You agree to promptly notify us of any - third party Claims and cooperate with the Indemnified Parties in defending such Claims. You further agree that the Indemnified Parties - shall have the right to control the defense or settlement of any third party Claims as they relate to us, if they so choose. -
-- You expressly agree that you assume all risks in connection with your use of the Service and Sites, and your interaction with the - Protocol. You further expressly waive and release the Indemnified Parties from any and all liability, claims, causes of action, or - damages arising from or in any way relating to your use of the Service or any Sites or your interaction with the Service or any Sites. - If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to - claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release - and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are - a resident of another jurisdiction, you waive any comparable statute or doctrine. -
-- Disclaimers. - YOUR USE OF THE SERVICE AND SITES IS AT YOUR SOLE RISK. THE SERVICE AND SITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE - INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED - WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE INDEMNIFIED PARTIES MAKE NO WARRANTY - THAT (A) THE SERVICE AND SITES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE AND SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR - ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE AND SITES WILL BE ACCURATE OR RELIABLE; OR (D) THE - QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR - SITES WILL MEET YOUR EXPECTATIONS. -
-- You agree that these Terms and any information provided by or obtained from the Service or any Sites are for informational purposes - only, are not intended to be relied upon for professional advice of any sort, and is not a substitute for information from experts or - professionals in the applicable area. You should not take, or refrain from taking, any action or decision based on any information - contained in the Service or any Sites. If, and before you make any financial, legal, or other decisions involving the Interface or any - other components of the Service, or Scroll, you should seek independent professional advice from an individual who is licensed and - qualified in the area for which such advice would be appropriate. -
-- These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you - acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties - or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. - You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms. -
-- Limitation of Liability. - TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, - TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THE INDEMNIFIED PARTIES OR ANY OF THEM BE LIABLE TO YOU OR TO ANY OTHER PERSON - FOR: (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, - BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION; (B) ANY - SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED (US$100) UNITED STATES DOLLARS; - OR (D) ANY MATTER BEYOND THE REASONABLE CONTROL OF THE INDEMNIFIED PARTIES OR ANY OF THEM. SOME JURISDICTIONS DO NOT ALLOW THE - EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY - TO YOU. -
-- Arbitration. - You agree that any dispute, controversy, difference or claim arising out of or relating to these Terms or to any aspect of your - relationship with us, including the validity, interpretation, performance, breach or termination of these Terms, or any dispute - regarding non-contractual obligations arising out of or relating to them shall be referred to and finally resolved by arbitration - administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when - the Notice of Arbitration (as defined therein) is submitted in accordance with those rules, which rules are deemed to be incorporated - by reference to this Section and as may be amended by this Section. The arbitration tribunal shall consist of three arbitrators. The - official language of the arbitration shall be English and the seat of the arbitration shall be in Hong Kong. The award of the - arbitration tribunal shall be final and binding upon the parties to the arbitration. The arbitration agreement constituted by this - Section shall be governed by and construed in accordance with the laws of Hong Kong. Any party hereto to an award may apply to any - court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties - irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defences to such - enforcement based on lack of personal jurisdiction or inconvenient forum. -
-- Waiver of class or other non-individualized relief. - ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON - A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR - CONSOLIDATED WITH THOSE OF ANY OTHER USER. -
-- Governing Law. These Terms are governed by and will be construed under the laws of Hong Kong, excluding its body of - law controlling conflict of laws. You agree that the Service and Sites shall be deemed to be based solely in Hong Kong, and that - although the Service and Sites may be available in other jurisdictions, their availability does not give rise to general or specific - personal jurisdiction in any forum outside Hong Kong. You agree that any judicial proceeding will be brought in the courts located in - Hong Kong. -
-- Conflict of Provisions. In the event that there exists a conflict between any term, condition or provision contained - within these Terms, and in any term, condition, or provision contained within any other specific part or feature, the term, condition, - or provision contained in such specific part or feature will control. -
-- Severability. If any part or parts of these Terms is held by a court or other tribunal of competent jurisdiction to - be invalid, illegal, or unenforceable for any reason, such part or parts shall be eliminated or limited to the minimum extent such - that the remaining provisions of the Terms will continue in full force and effect. -
-- Entire Agreement. - These Terms, our Privacy Policy and Cookies Policy constitute the sole and entire agreement between you and us with respect to the - Service and Sites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written - and oral, with respect to any of the Service and Sites. -
-+ 9.1 Trading +
++ You agree and understand that: (a) all trades you submit through the Website are considered unsolicited, which means that they are solely + initiated by you; (b) you have not received any investment advice from us in connection with any trades; and (c) we do not conduct a + suitability review of any trades you submit. +
+ ++ 9.2 Non-Custodial and No Fiduciary Duties +
++ The Website is purely non-custodial, meaning we do not ever have custody, take possession, or have control of your digital assets at any time. + It further means you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold and you + should never share your Wallet credentials or seed phrase with anyone. We accept no responsibility for, or liability to you, in connection + with your use of a wallet and makes no representations or warranties regarding how the Website will operate with any specific wallet. + Likewise, you are solely responsible for any associated wallet you use and we are not liable for any acts or omissions by you in connection + with or as a result of your wallet being compromised. +
++ These Terms are not intended to, and does not, create or impose any fiduciary duties on Scroll. To the fullest extent permitted by law, you + acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or + liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further + agree that the only duties and obligations that we owe you are those set out expressly in these Terms. +
+ ++ 9.3 Compliance and Tax Obligations +
++ The Website (and certain functionalities) may not be available or appropriate for use in your jurisdiction. By accessing or using the Website, + you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Specifically, your + use of our Website or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and + services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you + initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority. +
+ ++ 9.4 Platform Fee and Gas Fees +
++ A platform fee may be charged for use of the Website, which will be disclosed on the Website. In addition, blockchain transactions require the + payment of transaction fees to the appropriate network, including Scroll network (“Gas Fees”). Except as otherwise expressly set + forth in the terms of another offer, you will be solely responsible to pay the applicable platform fee and Gas Fees for any transaction that + you initiate via the Website. +
+ ++ 9.5 Release of Claims +
++ You expressly agree that you assume all risks in connection with your access and use of the Website. You further expressly waive and release + us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Website. If you are + a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release + does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing + the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” +
+ ++ BY ACCESSING AND USING THE WEBSITE, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT + RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF + DIGITAL ASSETS SUCH AS ETHER (ETH), SO-CALLED STABLECOINS, AND OTHER DIGITAL TOKENS SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD + (ERC-20). +
++ IN PARTICULAR, YOU UNDERSTAND THAT THE MARKETS FOR THESE DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO RISK FACTORS INCLUDING, BUT NOT + LIMITED TO, ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE + VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND ACKNOWLEDGE AND ACCEPT THE RISK THAT YOU MAY MISTAKENLY + TRADE THOSE OR OTHER TOKENS. SO-CALLED STABLECOINS MAY NOT BE AS STABLE AS THEY PURPORT TO BE, MAY NOT BE FULLY OR ADEQUATELY COLLATERALIZED, + AND MAY BE SUBJECT TO PANICS AND RUNS. +
++ FURTHER, YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE + IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS + SUCH AS ETHEREUM ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK OF SELECTING TO TRADE IN + EXPERT MODES, WHICH CAN EXPOSE YOU TO POTENTIALLY SIGNIFICANT PRICE SLIPPAGE AND HIGHER COSTS. +
++ IF YOU ACT AS A LIQUIDITY PROVIDER TO THE PROTOCOL THROUGH THE WEBSITE, YOU UNDERSTAND THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR + VALUE WHILE THEY ARE SUPPLIED TO THE PROTOCOL THROUGH THE WEBSITE DUE TO THE FLUCTUATION OF PRICES OF TOKENS IN A TRADING PAIR OR LIQUIDITY + POOL. +
++ FINALLY, YOU UNDERSTAND THAT WE DO NOT CREATE, OWN, OR OPERATE CROSS-CHAIN BRIDGES AND WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY ABOUT THE + SAFETY OR SOUNDNESS OF ANY CROSS-CHAIN BRIDGE. +
++ IN SUMMARY, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, DO NOT OWN OR CONTROL THE PROTOCOL, AND CANNOT BE + HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING ANY OF OUR PRODUCTS. ACCORDINGLY, YOU UNDERSTAND AND AGREE + TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE WEBSITE TO INTERACT WITH THE PROTOCOL. +
+ ++ THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM + ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF + MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. WE DO NOT + REPRESENT OR WARRANT THAT ACCESS TO THE WEBSITE OR ANY OF ITS FUNCTIONALITIES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE + INFORMATION CONTAINED WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE WEBSITE WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR + OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT THAT WE MAKE SHOULD BE TREATED AS CREATING ANY WARRANTY CONCERNING THE WEBSITE OR + ANY OF ITS FUNCTIONALITIES. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD + PARTIES CONCERNING SCROLL. +
++ SIMILARLY, THE PROTOCOL IS PROVIDED “AS IS”, AT YOUR OWN RISK, AND WITHOUT WARRANTIES OF ANY KIND. ALTHOUGH WE CONTRIBUTED TO THE + INITIAL CODE FOR THE PROTOCOL, WE DO NOT PROVIDE, OWN, OR CONTROL THE PROTOCOL, WHICH IS RUN AUTONOMOUSLY WITHOUT ANY HEADCOUNT BY SMART + CONTRACTS DEPLOYED ON BLOCKCHAIN(S). NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE PROTOCOL WILL BE LIABLE FOR ANY CLAIMS OR DAMAGES + WHATSOEVER ASSOCIATED WITH YOUR USE, INABILITY TO USE, OR YOUR INTERACTION WITH OTHER USERS OF, THE PROTOCOL, INCLUDING ANY DIRECT, INDIRECT, + INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, CRYPTOCURRENCIES, TOKENS, OR ANYTHING ELSE OF VALUE. WE + DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES CONCERNING THE WEBSITE + OR ANY OF ITS FUNCTIONALITIES. +
++ ANY TRANSACTIONS THAT YOU ENGAGE IN WILL BE PROCESSED VIA AUTOMATED SMART CONTRACTS. ONCE EXECUTED, WE HAVE NO CONTROL OVER THESE + TRANSACTIONS, NOR DO WE HAVE THE ABILITY TO REVERSE ANY TRANSACTIONS. +
+ ++ WE MAY PROVIDE INFORMATION ABOUT TOKENS SOURCED FROM THIRD-PARTY DATA PARTNERS THROUGH FEATURES SUCH AS RARITY SCORES, TOKEN EXPLORER OR TOKEN + LISTS. WE MAY ALSO PROVIDE WARNING LABELS FOR CERTAIN TOKENS. THE PROVISION OF INFORMATIONAL MATERIALS DOES NOT MAKE TRADES IN THOSE TOKENS + SOLICITED; WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE AS A RESULT OF INFORMATION PROVIDED. ALL SUCH INFORMATION PROVIDED ON THE + WEBSITE IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A PARTICULAR TOKEN IS A + SAFE OR SOUND INVESTMENT. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON ANY INFORMATION CONTAINED ON THE WEBSITE. BY + PROVIDING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT MAKE ANY INVESTMENT RECOMMENDATIONS TO YOU OR OPINE ON THE MERITS OF ANY + TRANSACTION OR OPPORTUNITY. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, INVESTMENT STRATEGY OR RELATED TRANSACTION IS + APPROPRIATE FOR YOU BASED ON YOUR PERSONAL INVESTMENT OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE. +
+ ++ You agree to hold harmless, release, defend, and indemnify Scroll, our affiliates and our affiliates’ respective officers, directors, + employees, contractors, agents, service providers, representatives (collectively, the “Scroll Parties”) from and against all + claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Website; (b) your + violation of any term or condition of these Terms, the right of any third party, or any other applicable law, rule, or regulation; and (c) any + other party’s access and use of the Website with your assistance or using any device or account that you own or control; and (d) any + dispute between you and (i) any other user of the Website or (ii) any of your own customers or users. We will provide notice to you of any + such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter which is subject to + indemnification under this section, and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not + settle or compromise any claim against any Scroll Party without our written consent. +
++ UNDER NO CIRCUMSTANCES WILL SCROLL OR ANY SCROLL PARTY BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR + EXEMPLARY DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT + OF OR RELATING TO ANY ACCESS OR USE OF THE WEBSITE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, + TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR THE INFORMATION CONTAINED WITHIN IT. WE ASSUME NO LIABILITY OR RESPONSIBILITY + FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM + ANY ACCESS OR USE OF THE WEBSITE; (C) UNAUTHORIZED ACCESS OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY + INFORMATION OR DATA STORED THEREIN; (D) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE WEBSITE; (E) BUGS, VIRUSES, TROJAN HORSES, OR THE + LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY + CONTENT MADE AVAILABLE THROUGH THE WEBSITE; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. +
++ WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES THAT MAY ARISE AS A RESULT OF ANY TRANSACTIONS THAT YOU ENGAGE IN + VIA THE WEBSITE. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, WE DO NOT PROVIDE REFUNDS FOR ANY PURCHASES THAT YOU MIGHT MAKE ON OR THROUGH THE + WEBSITE. +
++ WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED + BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. + YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, + OR RESOURCES. WE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, + AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE WEBSITE. +
++ SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION + MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES + INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE + APPLICABLE JURISDICTION. +
+THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
+ ++ You agree that the laws of Hong Kong, without regard to principles of conflict of laws, govern these Terms and any dispute between you and us. +
++ Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, + performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be + submitted to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under its arbitration rules in + force when the arbitration is submitted to it. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one. The + arbitration proceedings shall be conducted in English. +
++ You must bring any and all disputes against us in your individual capacity and not as a plaintiff in or member of any purported class action, + collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and + we both agree to waive the right to demand a trial by jury. +
+ ++ These Terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes any and + all prior or contemporaneous written and oral agreements, communications and other understandings (if any) relating to the subject matter of + the terms. +
) }