FD Technologies Limited (“we,” “us", or “our”) provides a digital, non-custodial software infrastructure that supports its users’ (“user”, “you”, or “your”) ability to securely decrypt and sign data. We enable users to (i) securely control asymmetric, cryptographic private keys using Authentication Credentials (as defined below); and (ii) make use of additional functionality and developer tools (including wallet services, model concept protocol, Prism, and related application programming interfaces and software development kits) as we may make available from time to time (collectively, “Services”). These Terms of Service (“Terms”), as amended from time to time, forms a binding contract between you and us. These Terms, along with our Privacy Policy (“Privacy Policy”), govern your use of and access to fd.xyz (“Site”) and the Services.

Please read these Terms carefully. They cover important information about the Services provided to you.

‍

1. ACCEPTANCE OF THE TERMS

By using the Services, or by creating an Account (as defined below), or by otherwise using or accessing the Site or the Services (or any portion thereof), you hereby agree that you have read, understand and agree to be bound by all of the terms and conditions contained in these Terms, as well as the Privacy Policy. If you are entering into these Terms on behalf of a company, legal entity or other organization (which, without limitation, will be deemed to be the case if you sign up to use any Service or create an Account using an email address from such company, legal entity or other organization), you represent that you have the authority to bind the company, entity or organization to these Terms, and the terms “user”, “you” or “your” will also refer to such company, legal entity or other organization. If you do not agree to be bound by these Terms, you may not access or use the Services.

‍

2. AMENDMENTS TO THE TERMS

We may amend or modify these Terms at any time by posting the modified terms on the Site, or by providing a copy to you through any other method of communication which we deem reasonable. You agree that your continued use of or access to the Services after we have posted modified Terms constitutes acceptance of such modifications. If you do not agree to be bound by the modifications, you shall not use the Services anymore and your sole and exclusive remedy is to terminate your use of the Services and close your Account. We may also change, suspend or discontinue all or any part of the Services, at any time and without notice, at our sole and absolute discretion.

‍

3. YOUR ACCOUNT AND RESPONSIBILITIES

‍

3.1. Account Creation. To use the Services, you will have to create an account via the Site (an “Account”) by providing your display name and email address.

3.2. Authentication Credentials. After creating your Account, you will be required to create authentication credentials, which are email address, password, or other available authentication methods that you utilize to access your Account or any part of the Services (“Authentication Credentials”). You are responsible for safekeeping all Authentication Credentials associated with your Account.

‍

3.3. Authorized Users. You are solely responsible for selecting your Authorized Users. You and each Authorized User individually affirm to us that each Authorized User is authorized to act on behalf of your business. You will also use commercially reasonable efforts to detect and prevent unauthorized or fraudulent activity connected with the Services. For purposes of these Terms, an “Authorized User” means, with respect to a user, any employee, consultant, agent, representative, or other person or entity permitted by the user to access or use the Services (including to interact with the Services through Third-Party Services (as defined below)) on the user’s behalf through the Account.

‍

3.4. Your Responsibility. You are solely responsible for securing all Authentication Credentials and for any activity associated with your Account, whether by you, or any third party with access to your Account information, Authentication Credentials, or related email addresses, regardless of whether such access is authorized or known to you. We are not responsible or liable if anyone accesses your Account or associated Authentication Credentials (or email accounts) and initiates or authorizes a signature request. You must promptly notify us if any Authentication Credentials are lost, stolen, or otherwise compromised. If you lose access to your Authentication Credentials, you may permanently lose access to your Account, the Services, signature request functionality, and any associated Private Keys (as defined below). We cannot retrieve or restore Authentication Credentials and have no responsibility if you provide an incorrect email address. This may result in permanent loss of access to Private Keys and any associated funds. We are not liable for any failure to correctly enter, maintain, or secure email addresses, or related accounts, including any resulting unauthorized access, hacks, phishing, spoofing, or other malicious activity. For the purposes of these Terms, “Private Key” means an asymmetric, cryptographic key that is secret and is uniquely for an Account in connection with the Services, and is used as part of a public-key cryptographic algorithm. Raw Private Keys are not accessible to us.

‍

3.5. Responsibility for User’s Digital Assets. As between you and us, you shall remain solely responsible for all Digital Assets you use in connection with the Services, including the responsibility for the safekeeping of such Digital Assets. For purposes of these Terms, (i) “Digital Assets” means digital currencies, cryptocurrencies, decentralized application tokens, protocol tokens, smart contracts, Protocol-based assets, stablecoins, cryptoassets and other cryptofinance and Digital Assets and instruments; and (ii) “Protocol” means a digital ledger in which transactions made with a Digital Asset are recorded chronologically.

‍

4. USER REPRESENTATIONS AND WARRANTIES

Without limiting any other representation or warranty made by you in these Terms, you further represent and warrant to us the following, and that you and your Authorized Users will comply with the following, and that you are fully responsible for any acts, omissions, breach or violation, by any such party:

(i) If you are an individual, you are of legal age to form a binding contract. If you are acting on behalf of an entity or organization, you have authority to bind that entity or organization to these Terms.

(ii) You are solely responsible for, and assume all risk arising from, your use of Third-Party Services (as defined below), including websites, applications, protocols, smart contracts, or other resources. You will comply with all applicable third-party terms and rules when using any Third-Party Services. You understand that such services may carry unique risks, including smart contract vulnerabilities, economic exploits, or protocol changes that could result in loss of funds or Digital Assets. We are not a party to, and have no liability for, your interactions or transactions with any Third-Party Service.

(iii) You will comply with all laws and regulations that apply to you, your use of the Services, and your actions and omissions that relate to the Services, including but not limited to export restrictions, end-user restrictions, anti-terrorism laws, anti-money laundering (AML) laws, and economic sanctions, and you will not instruct or cause us to engage in any activity that would violate applicable laws or regulations. If your use of the Services is prohibited by applicable required for you to use the Services, you must first obtain those prior to such use. We are not laws or regulations, then you are not authorized to use the Services. If permits and licenses are responsible for your use of the Services in a way that breaks the law or violates applicable regulations.

(iv) You will use the Services in accordance with the documentation related to the Services made by us to you (“Documentation”).

(v) Neither you, nor any parties acting on your behalf (including subsidiaries, affiliates, officers, directors, employees, agents, contractors, consultants, or beneficial owners), are: (i) located, ordinarily resident, organized, established, or domiciled in any country or jurisdiction subject to comprehensive U.S. economic sanctions or an arms embargo (“Sanctioned Countries”); (ii) dealing with persons located, ordinarily resident, organized, established, or domiciled in a Sanctioned Country or identified on any sanctions list maintained by OFAC, the U.S. Commerce Department, or the U.S. Department of State; and (iii) lacking internal controls reasonably designed to ensure compliance with the foregoing.

(vi) If you are an entity or organization, you maintain and implement (i) a compliance program consistent with applicable U.S. and non-U.S. export control and trade sanctions laws, (ii) AML, sanctions, and fraud prevention standards aligned with your business operations, and (iii) other policies sufficient to ensure compliance with applicable law.

(vii) You will comply with all applicable privacy laws and regulations, and with the Privacy Policy. You agree not to input personally identifiable information into any freeform fields within the Services.

(viii) Upon request, you will provide us with information and records required to satisfy our legal obligations.

(ix) You will promptly inform us in writing if any of the above representations and warranties cease to be true, accurate, or not misleading.

‍

5. FEES AND USAGE

5.1. Abusive Usage. We may monitor the Services for users abusing, circumventing, or attempting to abuse or circumvent restrictions associated with the Services. We may take action against you including, but not limited to, discontinuing or terminating your use of the Services, if it is determined by us, in our sole and absolute discretion, that you employed means to circumvent any restriction or limitation applicable to the Services.

‍

5.2. Third-Party Fees. Any fees, charges, transaction costs, or downtime incurred through a third- party are your sole responsibility. We do not collect, hold, or refund such fees, nor are we liable for any unanticipated delays, transaction failures, or losses arising from use of Third-Party Services, or network conditions.

‍

6. LICENSES AND OWNERSHIP

6.1. Services License Grant. Subject to your strict compliance with these Terms (including the restrictions set forth in Section 8), we hereby grant you a limited, revocable, worldwide, non- exclusive, non-transferable, non-sublicensable right to use the Services for your personal or internal business purposes so long as you remain subject to these Terms

‍

6.2. Our Intellectual Property. Subject to the foregoing, we and our licensors exclusively own all right, title and interest in and to our logo and marks (“FD Marks”), the Documentation, Services Output (as defined below), the Services, all improvements, modifications or enhancements to, or derivative works of, the foregoing, and all Intellectual Property Rights (as defined below) in and to any of the foregoing (together with FD Marks, collectively, “FD IP”) and Content (excluding User Content), including all associated Intellectual Property Rights. For purposes of these Terms: “Intellectual Property Rights” means patent rights (including patent applications and disclosures), copyrights, trademarks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world. You acknowledge that the FD IP and Content (excluding User Content) are protected by copyright, trademark, and other applicable laws. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content (excluding User Content).

‍

‍6.3.1. Ownership of User Content. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; (ii) “User Content” means any Content that you make available through the Services, including any signature request details generated; and (iii) “Services Output” means all data, information and materials generated by the Services based on User Content, including data models and data output. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content unless otherwise specified.

‍

6.4. Your License Grant to Us. In order to operate and provide our Services, you grant us a worldwide, fully paid-up, non-exclusive, royalty-free, sub-licensable, and transferable license to (i) use, copy, distribute, create derivative works of, display, and perform the User Content that you upload, submit, store, send, or receive through our Services; and (ii) use your brand (which includes all of your service marks, trademarks, logos, brand names or trade names) and copyrighted material in connection with the provision, maintenance, development and promotion of the Services.

‍

6.5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable and transferable license under any and all Intellectual Property Rights that you own or control to freely and without restriction use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

‍

6.6. Open Source and Third-Party Software. The Services may include open source or third-party software (“Third-Party Software”), and such software is made available to you under the terms of the applicable licenses. Where Third-Party Software is provided on an “as is” basis, without any representations or warranties of any kind, neither do we make any representations or warranties, and all Third-Party Software is subject to the limits on liability of these Terms.

‍

6.7. Aggregated Data. Notwithstanding the provisions above in this Section Error! Reference source not found., we may combine any anonymized data, and use such combined data, or a subset thereof (provided that for any such combined data or subset thereof a majority of such data may not consist of User Content), in strictly an aggregate and anonymous manner where such data becomes derived data. The derived data shall not identify User, any Authorized User, or any holdings, positions, investments or portfolios of any User. You hereby agree that we are the exclusive owner of all such derived data.

‍

6.8. User Content Warranties. You warrant and represent that you have the right and authority to submit your User Content and that the User Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any third-party. Further, you warrant and represent that you are solely responsible for all User Content, including any communications, templates, messages, or instructions provided to us for transmission, and you acknowledge that we do not review, verify, or vet such User Content and disclaims all responsibility and liability for any inaccuracies, errors, or inappropriate content contained therein.

‍

6.9. Public Statements. You will not make any statement regarding your use of the Services which suggests partnership with, sponsorship by, or endorsement by us without our prior written approval.

‍

6.10. Reservation of Rights. Nothing in these Terms or the performance thereof will operate to grant you any right, title or interest, whether by implication, estoppel or otherwise, in or to FD IP, other than as expressly set forth in these Terms. As between you and us, we will exclusively own all right, title and interest in and to FD IP. Subject to these Terms, all Intellectual Property Rights created in any such FD IP will become property of us upon creation, and to the extent that sole ownership does not originally vest in us, such Intellectual Property Rights are hereby automatically and irrevocably assigned by you (and your Authorized Users) to us. You will, and will ensure the Authorized Users will, take any and all actions and execute any and all documents necessary to give effect to the preceding sentence. Each party hereby expressly reserves all Intellectual Property Rights not expressly granted hereunder.

‍

6.11. Non-Exclusivity. You acknowledge and agree that we may now, or in the future, develop products or services that may compete with your products or services.

‍

6.12. Confidentiality. You agree that, during the term of these Terms and thereafter, you (i) will not use our Confidential Information for any purpose not expressly authorized by these Terms; (ii) will not disclose such Confidential Information to any third party except as expressly permitted herein; and (iii) will protect such Confidential Information from unauthorized use or disclosure using at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care. For purposes of these Terms, “Confidential Information” means all non-public information disclosed by us to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes: (a) business plans, product roadmaps, pricing, financial data, technical data, trade secrets, know-how, software, designs, and other proprietary technology; (b) information about our customers, partners, suppliers, or business relationships; and (c) any non-public information relating to our operations, personnel, or internal policies. Confidential Information does not include information that: (x) becomes generally available to the public without breach of these Terms; (y) is rightfully received from a third party without restriction on use or disclosure; or (z) was independently developed by you without use of or reference to our Confidential Information. You may disclose Confidential Information to the extent required by law or valid order of a court or governmental authority, provided that, to the extent legally permitted, you give us prompt written notice and cooperate in any effort to seek a protective order or otherwise limit disclosure. All Confidential Information remains the property of us. Upon our request, you agree to return or destroy all Confidential Information in your possession or control.

6.13. Digital Asset Ownership. As a non-custodial private key management solution, we do not act as a custodian with respect to your Digital Assets. We do not have the ability to access, move or transfer funds on your behalf. Title to and control over your Digital Assets shall at all times remain with you and shall not transfer to us. As between you and us, as the owner of Digital Assets used in connection with the Services, you shall bear all risk of loss of such Digital Assets. We shall have no liability for Digital Asset fluctuations. None of the Digital Assets used in connection with the Services are the property of, or shall or may be loaned or transferred to, us; We do not represent or treat Digital Assets associated with Private Keys generated through your use of the Services as belonging to us. We do not have the ability to withdraw, transfer, buy, or sell your Digital Assets. At all times, you have sole control over the Authentication Credentials required to utilize your Private Keys and only you have the ability to transfer the Digital Assets associated with those Private Keys.

‍

7. TERMINATION

We may, in our sole and absolute discretion, terminate your access to and use of the Services, or any portion thereof, at any time and without notice to you. You may cancel your Account at any time by reaching out to hello@fd.xyz. Cancellation is effective only when we confirm receipt. Upon any termination, discontinuation or cancellation of Services or your Account, all rights or licenses granted to you under these Terms shall immediately cease and terminate, and you shall forthwith cease the use or access of the Services and Content thereon in any way whatsoever. Provisions that by their nature should survive termination of these Terms, including any payment obligations, indemnification obligations, any limitations of our liability and any terms regarding disputes between us, shall survive termination. Following cancellation of your Account, we have no responsibility to maintain, retain, or provide any of your data on your behalf.

‍

8. RESTRICTIONS AND PROHIBITED USE

Any violation of these Terms, including the restrictions described below, may result in suspension or termination of your access or use of all or any part of the Services in our sole and absolute discretion. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.

You shall not, and shall not encourage or authorize others to:

(i) Use, display, mirror or frame the Services or any individual element within the Services, our name, any FD Mark, trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;

(ii) Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;

(iii) Attempt to probe, scan or test the vulnerability of any of our system or network or breach any security or authentication measures;

(iv) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third-party (including another user) to protect the Services;

(v) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us designed to prevent or restrict access to the Services by persons or entities in Sanctioned Countries, including, using a virtual private network (VPN) to bypass geo-blocking measures;

(vi) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by us or other generally available third-party web browsers;

(vii) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(viii) Use any meta tags or other hidden text or metadata utilizing an FD Mark, trademark, logo URL or product name without our express written consent;

(ix) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third-party or in any manner not permitted by these Terms;

‍

(x) Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Services to a third-party;

(xi) Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Services;

(xii) Use or access the Services for purposes of monitoring the availability, performance, or functionality of any of our products and service or for any other benchmarking purposes;

(xiii) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;

(xiv) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

(xv) Interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

(xvi) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

(xvii) Impersonate or misrepresent your affiliation with any person or entity;

(xviii) Violate any applicable law or regulation, including any related to the custody or transmission of money or Digital Assets, or applicable AML and anti-terrorism financing laws and sanctions programs, or any other export control laws;

(xix) Use the Services to conduct or facilitate any financial services activity that is subject to licensing, registration, or regulatory oversight without all required approvals, including securities trading, commodities transactions, margin or leveraged trading, or the offering of investment products or advice;

(xx) Use the Services to create, support, or distribute Digital Assets that are intended to function as unregistered securities, including but not limited to assets that: (i) are redeemable for financial instruments in a manner designed to evade securities laws; (ii) grant rights to participate in unregistered token offerings or securities sales; or (iii) structured to provide financial returns or incentives such as staking rewards, yield farming bonuses, or token burn discounts that would reasonably be expected to qualify as investment contracts or similar financial products under applicable law;

(xxi) Engage in or knowingly assist any form of market manipulation or deceptive trading activity, including but not limited to front-running, wash trading, pump-and-dump schemes, spoofing, layering, or submitting offsetting trades to create a false appearance of market activity or asset pricing;

(xxii) Use the Services to engage in, promote, or facilitate illegal, unauthorized, or improper conduct, including but not limited to money laundering, terrorist financing, sanctions violations, or the use of the Services in or for the benefit of any Sanctioned Country; or

(xxiii) Encourage, permit or enable any other individual to do any of the foregoing.

Although we have no obligation to monitor any User Content, we retain discretion to review, monitor, or take any action related to User Content at any time and for any reason without notice and if required

‍

9. DISCLAIMERS AND ASSUMPTION OF RISK RELATED TO DIGITAL ASSETS

9.1. No Access to Private Keys or Account Control. Notwithstanding anything to the contrary under these Terms, you acknowledge and agree that we do not have access to your Account or your Private Keys and is not responsible in any way for the security of your Account. We hereby disclaim any and all liability and responsibility for or in connection with your Account, including your Private Keys, Authentication Credentials, and any Digital Assets, transactions, signature requests or other Content or data as applicable to your direct or indirect use of the Services thereon or therethrough, and you agree to hold us harmless from and in connection with any such liability or responsibility.

9.2. Digital Asset Risks. We take no responsibility, and will not be liable to you, for any use of Digital Assets, including non-fungible tokens, tokens, or cryptocurrencies, or for any losses, damages, or claims arising out of or related to: (i) user error (e.g. forgotten Authentication Credentials, mistyped addresses, or incorrectly constructed transactions); (ii) server failure or data loss not caused by our gross negligence; (iii) corrupted or compromised digital wallets; (iv) unauthorized access to Accounts; (v) unauthorized third-party activities, including phishing, malware, brute-force attacks, or other cyber attacks; (vi) vulnerabilities, bugs, or failures in any blockchain network, smart contract, decentralized application, or Protocol; or (vii) the validity, uniqueness, title, transferability, or value (inherent or market) of any Digital Asset. We do not control or influence the value, functionality, or behavior of any Digital Asset or blockchain network, and make no representations regarding their security, stability, or suitability for any purpose. We have no obligation to monitor, verify, or vet any blockchain network, Protocols or Digital Assets used in connection with the Services, and you acknowledge that Digital Assets exist only to the extent validated by the relevant blockchain ledger. You understand that the markets for Digital Assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation. You also 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 are variable and may increase dramatically at any time. You are solely responsible for determining and satisfying any tax obligations that may arise from your use of Digital Assets in connection with the Services. You further acknowledge that the legal and regulatory landscape governing Digital Assets is rapidly evolving and may impact your ability to access or use certain assets or features. We may, in our sole and absolute discretion, restrict or disable access to transactions, integrations, or blockchain interactions that it believes may violate these Terms or applicable law, and shall have no liability for any resulting limitation or loss.

9.3. Smart Contract Risks. The Services interact with smart contracts, including third-party contracts, which may contain bugs, vulnerabilities, logic errors, or economic design flaws. Such issues may result in incorrect execution, delay, or permanent loss of Digital Assets and may be irreversible.

9.4. Transaction Execution and Pricing Risk. Transactions may be routed through third-party protocols or liquidity providers selected automatically. We do not guarantee best execution, optimal pricing, or that execution prices will match indicative quotes.

9.5. Slippage and MEV Risk. Blockchain transactions may be subject to slippage, front-running, sandwich attacks, or miner or validator extractable value (MEV), which may result in less favorable execution or loss.

‍

9.6. Third-Party Dependency Risk. The Services may interact with third-party blockchain networks, protocols, liquidity providers, and infrastructure providers. Failures, changes, or interruptions in such third parties may impact availability or performance of the Services.

9.7. Oracle and Data Accuracy Risk. Pricing, yield, and blockchain data may be sourced from third parties. We do not guarantee the accuracy, completeness, or timeliness of such data and are not responsible for decisions made in reliance on it.

9.8. Protocol Governance and Upgrade Risk. Blockchain networks and Protocols may be upgraded, forked, paused, or governed by third parties in a manner that may materially affect functionality, availability, or value.

9.9. Third-Party Services. The Services may contain links to, integrate with, or enable access to third-party applications, software, services, products, technology, websites, protocols, tools, and other blockchain-based technologies and services, including trading platforms, dApps, and DeFi protocols (collectively, “Third-Party Services”). We provide access to Third-Party Services solely as a convenience. While such services may integrate with or complement the Services (and we may have commercial arrangements with some providers), we do not operate, control, endorse, sponsor, or assume responsibility for the accuracy, availability, legality, security, or suitability of any Third-Party Services, or any products, assets, offerings, content, or compliance obligations (such as know-your-customer (KYC), know-your-business (KYB), or AML requirements) associated therewith. For the avoidance of doubt, any integration with Third-Party Services do not constitute an endorsement, partnership, or recommendation by us. You acknowledge and agree that: (i) any use of Third-Party Services is solely at your own risk and subject to separate terms between you and the applicable provider; (ii) you are not transacting with us when using Third-Party Services, and we assume no responsibility or liability for your interactions with or reliance on such Third-Party Services; (iii) we do not guarantee the performance, security, reliability, legality, or continued availability of any Third-Party Services; (iv) any Digital Assets, rewards, yield, or returns you receive through a Third-Party Service are provided by the third party alone, and we make no representations or guarantees regarding such outcomes; (v) we are not responsible for any fees, costs, losses, or liabilities arising from your use of Third-Party Services; (vi) Third-Party Services may expose you to significant financial, technical, or regulatory risks, including illiquidity, devaluation, lock-up, or loss; and (vii) we do not review or verify the legitimacy, safety, or representations of any Third-Party Service. Certain Third-Party Services may be powered by AI technologies to assist with general questions or interact with the Services. Without limiting the generality of the foregoing, you acknowledge and agree that any such Third-Party Service is an automated system and may: (i) behave unpredictably; (ii) rely on unverified, third-party models or data sources; or (iii) generate outputs or conduct actions that are inaccurate, incomplete, outdated, misleading, or harmful. You are solely responsible for your interactions with or reliance on such Third-Party Services, including configuring your policies, approving actions and bearing the outcomes. We do not guarantee or validate the intent, actions or results of any such Third-Party Services, and we assume no responsibility or liability for your interactions with or reliance on such Third-Party Services.

9.10. No Fiduciary Relationship. You have complete control over and responsibility for your Digital Assets, and we will not be liable for any decisions or actions you take, or fail to take, in connection with your Digital Assets. We do not issue, buy, sell, transfer, lend, borrow or custody Digital Assets nor do we facilitate or make any recommendations related to, whether directly or indirectly, the issuance, purchase, or sale of any Digital Assets. The Services do not consist of: (i) activity regulated by any regulatory authority in any jurisdiction; (ii) custody of your Digital Assets; (iv) brokerage, exchange, execution or routing services; (v) liquidity provision; (vi) storage, transmission or handling of fiat currencies; (vii) credit, lending or borrowing services; (viii) monitoring or verifying transactions or balances; (ix) flagging or preventing malicious transactions; and (x) recovery of Private Key(s). We cannot access raw Private Key information for you, and we cannot unilaterally initiate a signature request. We are not your broker, intermediary, agent, advisor, or custodian, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you effect when using your Private Key(s) or the Services. We are not responsible for any activities that you engage in when using your Private Key(s), and you should understand the risks associated with Digital Assets. You are solely responsible for any and all signature requests that are initiated through your Account and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any signature requests. We make no representations and warranties as to any consequences of your use of the Services related to initiating signature requests, including but not limited to any and all legal, regulatory or tax consequences. You acknowledge and agree that you are solely responsible for all aspects of initiating signature requests, or otherwise using the Services and managing your Digital Assets.

9.11. Limitations on Supported Networks and Protocols. The Services only support specific blockchain networks as may be described further in the Documentation, which may change from time to time at our discretion without notice. Under no circumstances should you attempt to use the Services to store, send, request, or receive any assets on blockchain networks or curve encryption formats that we do not support, and we assume no responsibility in connection therewith. You acknowledge and agree that we are not liable for any Digital Asset that is sent on an unsupported blockchain network or curve encryption format. We assume no responsibility for the operation of the underlying Protocols and is not able to guarantee the functionality or security of network operations. In particular, the underlying Protocols may be subject to sudden changes in operating rules. Any such operating changes may materially affect the availability, value, functionality, or the name of the Digital Asset you own. We do not control the timing and features of these material operating changes. In the event of any such operational change, we reserve the right to takes such steps as may be necessary to protect the security and safety of the Services, including temporarily suspending operations for the involved asset(s), and other necessary steps. Any such material operating change are outside of our control and may occur without notice to us. Our response to any material operating change is subject to our sole and absolute discretion and includes deciding not to support functionality associated with any underlying Protocol. You acknowledge and accepts the risks of operating changes to Digital Asset Protocols and agrees that we are not responsible for such operating changes and not liable for any loss of value or missed rewards you may experience as a result of such changes in operating rules.

9.12. No Advice. For the avoidance of doubt, the Services do not include nor do we provide financial, investment, tax, legal, regulatory, accounting, business, or other advice, and you are solely responsible for determining whether any development, investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Information provided by us on the Site or otherwise (including links to any third-party sites or communications with our representatives) does not constitute investment advice, financial advice, trading advice, legal advice, tax advice or any other sort of advice or recommendation, and you should not treat it as such. We do not recommend that any Digital Asset should be bought, earned, sold, or held by you. We will not be held responsible for the decisions you make to buy, sell, or hold any Digital Asset based on the information provided by us. We are not registered with the United States Securities and Exchange Commission, Hong Kong Securities and Futures Commission, British Virgin Islands Financial Services Commission or with any other regulator, nor is it a financial institution, custodian service provider, money services business or money transmitter. You acknowledge that Digital Assets are not subject to any deposit protections or insurance.

‍

10. ACKNOWLEDGMENT OF RISKS

10.1. By accessing or using the Services in any way, you represent and warrant that you understand the inherent risks associated with cryptographic systems and blockchain-based networks, Digital Assets (including the usage and intricacies of native Digital Assets, like Ether (ETH)), smart contract based tokens (such as those that follow the Ethereum Token Standard), and systems that interact with blockchain-based networks. We do not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it.

10.2. By accessing or using the Services, you acknowledge and agree: (i) that we are not responsible for the operation of the software and networks underlying the Services; (ii) that there exists no guarantee of the functionality, security, or availability of that software and networks; and (iii) that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks”, which may materially affect the Services.

10.3 Blockchain networks use public or private key cryptography. Encrypted forms of Private Key(s) are stored at our servers. However, we do not have access to your raw Private Key(s). We have access to encrypted Private Key data only and only you may access raw Private Key(s). Neither we nor any other person or entity will be able to unilaterally retrieve or move the Digital Assets controlled by the Private Keys associated with your Account.

10.4. Should we suddenly go offline or cease offering the Services permanently for any reason, you could potentially lose control and access to the Digital Assets associated with the Private Key(s) forever.

10.5. While we may conduct security audits of the Services, they do not constitute any endorsement or guarantee regarding the security, correctness or absence of vulnerabilities in the Services.

10.6. We do not have access to your Account. You alone are responsible for securing your Authentication Credentials. If you lock yourself out of your Account, we cannot help you get back into your Account or reset your Authentication Credentials. Losing control of Authentication Credentials will permanently and irreversibly deny you access to Digital Assets on the blockchain-based network, and it is possible that you may lose access to your Account and Private Key information forever. If this occurs, then you will not be able to realize any value or utility from the Digital Assets that you may hold.

10.7. We must comply with applicable laws, which may require us to, upon request by government agencies, take certain actions or provide information, which may not be in your best interests.

10.8. You agree and acknowledge that we will have no obligation or responsibility with respect to any Private Keys (including, no obligation or responsibility to process signature requests) after termination of your Account or expiration of the Terms.

10.9. You hereby acknowledge and agree that we will have no responsibility or liability for any loss, harm, damage or risks of any sort incurred as set forth in Sections Error! Reference source not found. and Error! Reference source not found.. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against us, our affiliates, and our respective shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in Sections Error! Reference source not found. and Error! Reference source not found..

‍

11. SECURITY

If you suspect that your Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you or us (collectively, a “Security Breach”), you must notify us immediately at hello@fd.xyz and provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce or manage any Security Breach. Prompt reporting of a Security Breach does not guarantee or imply that we will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.

‍

12. WARRANTY DISCLAIMERS

12.1. You expressly acknowledge and agree that use of the Services is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. The Services, the Documentation and any other material we provide or make available are provided on an “as is” and “as available” basis without any representation or warranty, whether express, implied or statutory.

12.2. To the maximum extent permitted by applicable law, we specifically disclaim any express or implied warranties of title, merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement. We do not make any representations or warranties that access to the Services, the Documentation or any of the material or content contained therein or otherwise made available will be continuous, uninterrupted, timely, or error-free, or that the documentation or other content or material will be accurate, reliable, truthful, or complete.

12.3. Notwithstanding anything to the contrary herein, we hereby disclaim any and all liability and responsibility for or in connection with (i) any key management service, including any handling, mishandling, disclosure (including unauthorized disclosure), use, or misuse, of any Private Keys or failure by us or our service providers to provide any decryption keys to you; (ii) our acts or omissions in connection with our assistance in obtaining any decryption key for you, including our failure to do so or its negligence in connection with such assistance (including our accidental or improper disclosure of authentication credentials in connection therewith); or (iii) your access to, inability to access, mishandling or disclosure of, or failure to properly secure, the Authentication Credentials associated with your Account.

12.4. We do not guarantee that the Services will be free from unauthorized access, cyberattacks, or fraudulent activity. We shall not be liable for any unauthorized or fraudulent communications transmitted through the Services, except to the extent caused by our gross negligence or willful misconduct.

‍

13. INDEMNITY

13.1. To the extent permitted under applicable law, you agree to indemnify and hold harmless us and our officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including reasonable legal and accounting fees arising out of or in any way connected with: (i) your access to, use, or misuse of the Services, the Site, your Account, or Content; (ii) your User Content; (iii) third-party materials; (iv) any use or misuse of any Authentication Credentials associated with your Account; (v) any content, data or information routed into or used in connection with the Services by you or others acting on your behalf or otherwise authorized by you; (vi) your violation of these Terms or failure to comply with applicable laws or regulations; or (vii) your violation of any third-party right, including, any third party Intellectual Property Rights. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this Section Error! Reference source not found., and you agree to cooperate with any reasonable requests assisting our defense of such matter. You may not settle or compromise any such claim without our written consent.

13.2. If we reasonably believe the Services (or any component thereof) could infringe any third-party’s Intellectual Property Rights, we may, at its sole option and expense use commercially reasonable efforts to: (i) procure the right for you to continue using the Services (or any infringing component thereof) to make it non-infringing without materially reducing its functionality; or (ii) replace the Services (or any infringing component thereof) with a non-infringing alternative that is functionally equivalent in all material respects. If the foregoing remedies are not available to us on commercially reasonable terms, then we may suspend or terminate your use of the Services upon notice to you.

‍

14. LIMITATION OF LIABILITY

14.1. To the maximum extent permitted by law, neither we nor our officers, directors, employees, agents or service providers (including those involved in creating, producing, or delivering the Services) will be liable for any incidental, indirect, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, loss of funds or digital assets, missed rewards or slashing penalties, failure to obtain account access, lost savings, lost business opportunity, loss of data, customers or goodwill, service interruption, computer damage or system failure or the cost of substitute services of any kind arising out of or in connection with these terms or otherwise from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not we or our service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

14.2. To the maximum extent permitted by law, we shall not be liable for any losses, damages, or claims arising from your use of or interaction with any third-party integration or Third-Party Services, including but not limited to loss of funds, data, or access to functionality resulting from downtime, misconfiguration, or security failure attributable to such Third-Party Services. In the event that a Third-Party Service becomes unavailable, changes its terms, or ceases to function as previously expected, we shall have no liability to you for any losses or damage you may incur as a result.

14.3. To the maximum extent permitted by the law of the applicable jurisdiction, in no event will our total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed one hundred (100) United States dollars.

14.4. The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.

‍

15. CHOICE OF LAW

15.1. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Hong Kong SAR.

15.2. 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 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 is submitted. The seat of arbitration shall be Hong Kong SAR. The number of arbitrators shall be one (1). The arbitration proceedings shall be conducted in English

‍

16. EARLY ACCESS PRODUCTS AND DEMO APPLICATIONS

16.1. From time to time, we may offer services identified as early access, developer preview, beta, or test products (or by description of similar import) and make them available to you under these Terms (each, an “Early Access Product”). Likewise, in our developer Documentation, we may provide sample code or demo applications as a convenience to demonstrate certain features and functionality (each, a “Demo Application”).

16.2. Your participation or use of an Early Access Product or a Demo Application, will be governed by these Terms, including the additional terms and limitations set forth in this Section Error! Reference source not found.. You understand and acknowledge that the Early Access Product is still in a testing phase and is likely to contain errors or defects. Likewise, you understand and agree that Demo Applications are provided for testing and demonstrative purposes only, have limited functionality, are likely to contain errors or defects and are not suitable for production use.

16.3. In addition to the disclaimers set forth elsewhere in these Terms, you agree that the Early Access Products and Demo Applications provided are “as is” and “as available”. You should not rely on the performance or correct functioning of any Early Access Products or Demo Applications, nor should you rely on them for production use. You understand and agree that we may change, withdraw, terminate your access to, testing of or use of, or discontinue an Early Access Product, Demo Application, or any respective portions thereof, at any time and in our sole and absolute discretion, with or without notice to you. Your use of the Early Access Products or Demo Applications may be subject to additional limitations or conditions on a product-specific basis, which we may communicate to you through the Documentation, via email or through any other means as determined in our sole and absolute discretion. During your use of the Early Access Products, you will use commercially reasonable efforts to provide suggestions, comments or ideas and report issues or problems related to your use of the Early Access Products (collectively, “Early Access Feedback”) to us in a timely basis or as otherwise agreed between you and us in writing (email will suffice). You agree not to disclose Early Access Feedback to any third-party and hereby assign to us all right, title and interest in and to any Early Access Feedback, without any right to compensation or other obligation from us.

‍

17. GENERAL TERMS

17.1. Entire Agreement.  These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between us and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

17.2. Headings; Interpretation. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of these Terms. The terms “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The word “or” shall be interpreted to have the inclusive meaning ordinarily associated with the term (ie. “and/or”) unless the context clearly indicates otherwise. Words in the singular include the plural and vice versa. Words of any gender include all genders.

17.3. No Strict Construction. These Terms shall not be construed against either party as the drafter.

17.4. Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of you and us, our respective successors and permitted assigns. In the event that we are acquired by or merged with a third-party entity, we reserve the right to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

17.5. Notices. Any notices or other communications provided by us under these Terms will be given: (i) via email; or (ii) by posting to the Site or the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

17.6. Non-Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17.7. No Joint Venture. Nothing contained in these Terms shall be deemed or construed as creating a joint venture or partnership between us and any party hereto.

17.8. Force Majeure. We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, riots, rebellions, revolutions, quarantines, pandemics, war, strike or other labor dispute, fire, flood, earthquake, changes in law or other similar governmental action, embargoes, interruption in telecommunications or Internet services or network provider services, failure of equipment or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

17.9. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than you and us, our respective successors and permitted assigns.

‍

18. CONTACT INFORMATION

If you have any questions about these Terms or the Services, please contact us at hello@fd.xyz

‍

‍

‍