# Privacy Policy

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy.

### Interpretation and Definitions

#### Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

#### Definitions

For the purposes of this Privacy Policy:

* **Account** means a unique account created for You to access our Service or parts of our Service.
* **Affiliate** means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
* **Company** (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to OSUM LLC.
* **Cookies** are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
* **Country** refers to; United States
* **Device** means any device that can access the Service such as a computer, a cellphone or a digital tablet.
* **Personal Data** is any information that relates to an identified or identifiable individual.
* **Service** refers to the Website.
* **Service Provider** means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.
* **Usage Data** refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
* **Website** refers to 0SUM, accessible from [0sum.io](https://www.freeprivacypolicy.com/live/0sum.io)
* **You** means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

### Collecting and Using Your Personal Data

#### Types of Data Collected

**Personal Data**

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

* Email address
* First name and last name
* Usage Data

**Usage Data**

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

**Tracking Technologies and Cookies**

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service. The technologies We use may include:

* **Cookies or Browser Cookies.** A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.
* **Web Beacons.** Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).

Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser.

We use both Session and Persistent Cookies for the purposes set out below:

* **Necessary / Essential Cookies**

  Type: Session Cookies

  Administered by: Us

  Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
* **Cookies Policy / Notice Acceptance Cookies**

  Type: Persistent Cookies

  Administered by: Us

  Purpose: These Cookies identify if users have accepted the use of cookies on the Website.
* **Functionality Cookies**

  Type: Persistent Cookies

  Administered by: Us

  Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.

For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.

#### Use of Your Personal Data

The Company may use Personal Data for the following purposes:

* **To provide and maintain our Service**, including to monitor the usage of our Service.
* **To manage Your Account:** to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
* **For the performance of a contract:** the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
* **To contact You:** To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application's push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
* **To provide You** with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
* **To manage Your requests:** To attend and manage Your requests to Us.
* **For business transfers:** We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
* **For other purposes**: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

* **With Service Providers:** We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to contact You.
* **For business transfers:** We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
* **With Affiliates:** We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
* **With business partners:** We may share Your information with Our business partners to offer You certain products, services or promotions.
* **With other users:** when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside.
* **With Your consent**: We may disclose Your personal information for any other purpose with Your consent.

#### Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

#### Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company's operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

#### Delete Your Personal Data

You have the right to delete or request that We assist in deleting the Personal Data that We have collected about You.

Our Service may give You the ability to delete certain information about You from within the Service.

You may update, amend, or delete Your information at any time by signing in to Your Account, if you have one, and visiting the account settings section that allows you to manage Your personal information. You may also contact Us to request access to, correct, or delete any personal information that You have provided to Us.

Please note, however, that We may need to retain certain information when we have a legal obligation or lawful basis to do so.

#### Disclosure of Your Personal Data

**Business Transactions**

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

**Law enforcement**

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

**Other legal requirements**

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

* Comply with a legal obligation
* Protect and defend the rights or property of the Company
* Prevent or investigate possible wrongdoing in connection with the Service
* Protect the personal safety of Users of the Service or the public
* Protect against legal liability

#### Security of Your Personal Data

The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.

### Children's Privacy

Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.

If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent's consent before We collect and use that information.

### Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party's site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

### Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the "Last updated" date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.


# Terms & Conditions

All goods or services provided through the 0SUM are provided on an “as is,” “as available” basis. The Protocol is constantly under active development, and it is currently undergoing its “beta” testing phase, meaning that while the core features of the Protocol have been implemented, undetected bugs, errors, and vulnerabilities may remain undiscovered until this phase of testing is complete.

The Protocol may now or in the future contain undetected errors, bugs, or vulnerabilities. It is possible that 0SUM. (the “Company”) will not detect errors in the Protocol or the underlying technology until after code has been fully released for external or internal use. Any errors, bugs, vulnerabilities, or other design defects discovered in the Protocol’s code after release may result in a negative experience for the Protocol’s users.

Users are responsible for knowing their private key address and keeping such address a secret. Because a private key, or a combination of private keys, is necessary to control and dispose of the digital assets stored in the user’s digital asset wallet, the loss of one or more of a user’s private keys associated with her, his or its digital asset wallet storing the user’s digital assets will result in the loss of the user’s digital assets. Moreover, any third party that gains access to one or more of a user’s private keys, including by gaining access to login credentials of a hosted wallet service a user uses, may be able to misappropriate a user’s digital assets. The Company and its affiliates will never ask a user for her, his or its private key address and a user should never share them with someone the user does not know and trust.

Transactions in digital assets performed via the Protocol may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or a theft of digital assets generally will not be reversible. If a party is able to hack a user’s account and initiate a transaction, the user may not be capable of receiving compensation for any such transfer or theft. If there is an error and a transaction occurs with the wrong account, to the extent that the Company is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the digital assets transferred through error or theft, neither the Company nor the Foundation will be able to revert or otherwise recover incorrectly transferred digital assets. The user is solely responsible for providing the Protocol with accurate information with respect to the destination digital asset wallet intended for the receipt of the user’s digital assets. If information provided by a user proves incorrect, and as a result, the digital assets are not delivered to the intended destination digital asset wallet, neither the Company nor the Foundation will have any liability to the user for the loss of such digital assets suffered by the user.

THE USER’S USE OF THE PROTOCOL AND ANY RELATED SERVICES IS AT THE USER’S SOLE RISK. THE PROTOCOL IS PROVIDED ON AN “AS IS'' AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE COMPANY AND THE FOUNDATION DO NOT MAKE (AND EXPLICITLY DISCLAIM) ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND RELATED TO THE PROTOCOL, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR THE FOUNDATION (NOR ANY PERSON ASSOCIATED WITH EITHER ENTITY) MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PROTOCOL OR ANY RELATED SERVICES. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, THE FOUNDATION, OR ANY AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USER'S USE, OR INABILITY TO USE, THE PROTOCOL, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE COMPANY’S WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THIS DISCLAIMER OF LIABILITY EXTENDS TO ANY AND ALL DAMAGES CAUSED BY ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, THOSE CAUSED BY FRAUD, DECEIPT, OR MANIPULATION), WHETHER OR NOT A PARTICIPANT, OR ANY FAILURE, EXPLOIT, OR VULNERABILITY OF THE PROTOCOL, THE USER’S WEB3 UTILITIES, OR THE UNDERLYING BLOCKCHAINS OR RELATED BLOCKCHAIN FUNCTIONALITIES. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, THE FOUNDATION AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT THE USER HAS PAID DIRECTLY TO THE COMPANY FOR THE USE OF THE PROTOCOL IN THE LAST SIXMONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.


# Service Agreement

This Services Agreement (the “Agreement”), effective as of the day of subscription (the “Effective Date”), between \[OSUM] (“Company”) and the Client (the “Client”, collectively with the Company, the “Parties” and each a “Party”),

1. THE SERVICES

   1. Services. The Company shall provide to the Client the services (the "Services") as set forth in Schedule "A".

2. REPRESENTATIONS AND WARRANTIES

   1. Company Representations. The Company represents and warrants that (a) in accordance with the terms and subject to the conditions set forth in this Agreement; (b) using personnel of required skill, experience, licenses, and qualifications; and (c) in a timely, workmanlike, and professional manner. Nothing in this Agreement shall prevent the Company from providing the same or similar services to other customers (subject to the confidentiality and intellectual property obligations set forth below).
   2. Client Representations. The Client represents and warrants that (a) the use of the Services by the Client and its directors, officers, employees, contractors, representatives and other agents will be consistent with this Agreement and comply with any applicable laws; (b) it has the right and capacity to enter into this Agreement, perform its obligations and allow the Company to provide the Services; (c) it will provide access to its software and personnel as may reasonably be required by the Company for the purposes of performing the Services; and (d) respond promptly to any Company request for information or approvals (where required) to perform the Services.

3. FEES AND PAYMENT TERMS

   1. Fees. The Client shall: pay the Company the fees as set out in Schedule "A" (the "Fees") as consideration for the Company’s performance of the Services.
   2. Expenses. The Company shall obtain the Client's written consent prior to incurring any expenses. Upon receiving written consent, the Company shall be reimbursed for any reasonable expenses incurred in the performance of the Services.&#x20;
   3. Invoicing. The Company shall issue invoices to the Client monthly in arrears for its Fees for the upcoming month. Upon receipt, the Client shall pay all properly invoiced amounts due to the Company.
   4. Taxes. The Client shall be responsible for all state, federal, local sales, goods and services, value added, use, excise, other similar taxes, duties and charges of any kind imposed by any regulatory or tax authorities on the provision of Services hereunder. The Client shall pay to the Company such taxes, duties and charges, which the Company is registered to charge and collect.

4. INTELLECTUAL PROPERTY

   1. Client Ownership of the Deliverables. Except as set for in Section ‎4.2, all intellectual property rights in any work product and other materials created under the Services that are delivered to the Client under this agreement (the "Deliverables") shall be owned exclusively by the Client. The Company hereby assigns and shall cause its personnel to assign to the Client all rights, title and interest in the Deliverables to the Client.&#x20;
   2. Pre-Existing Works. The Deliverables may incorporate software and other technologies developed or acquired by the Company prior to this Agreement ("Pre-Existing Works") as well open-source software licensed to the Company ("Third-Party Materials"). The Company shall retain all intellectual property rights in the Pre-Existing Works and Third-Party Materials. The Company hereby grants to the Client an irrevocable, perpetual, transferrable, non-exclusive license to use, reproduce, distribute and modify any Pre-Existing Works and Third-Party Materials to the extent incorporated in or otherwise necessary for the use of the Deliverables. The Company reserves all rights not expressly granted to the Client in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Client any rights, title, or interest in the Pre-Existing Works or Third-Party Materials.

5. CONFIDENTIAL INFORMATION

   1. Confidential Information. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), 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. The Client's Confidential Information includes its software, trade secrets and any information about its business disclosed to the Company during the Term (as defined below); the Company's Confidential Information includes the terms of this Agreement and any trade secrets, software, documentation or information about the Company's business disclosed to the Client. The Receiving Party shall use Confidential Information solely for using in performing this Agreement and may not be disclosed or copied unless authorized by the Disclosing party in Writing. Upon the termination of this Agreement the Receiving Party shall promptly return or destroy any of the Disclosing's Party's Confidential Information or copies of it. Each Party's obligations under this Section will survive termination or expiration of this Agreement for a period of five (5) years.
   2. Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Article ‎5.

6. DISCLAIMER AND LIMITATION OF LIABILITY

   1. Disclaimer of Warranties. EXCEPT AS SET OUT IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED TO THE CLIENT ON AN "AS IS" BASIS, WITHOUT WARRANTIES FROM THE COMPANY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER CONDITIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE ERROR-FREE, VIRUS-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
   2. Limitation of Liability. Except as otherwise specifically provided for under this Agreement, the liability of either party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including legal fees) arising out of or resulting from this Agreement shall not exceed the Fees paid or payable by the Client to the Company under this Agreement in the three (3) months preceding the claim.
   3. Exclusion of Liability. Under no circumstances shall either party be liable to the other party for any claim for (i) indirect, special or consequential damages, (ii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law, arising out of or in any way related to this Agreement or the Services, even if advised of the possibility thereof. &#x20;

7. INDEMNIFICATION

   1. Mutual Indemnification. Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, agents, affiliates, successors, and permitted assigns ("Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and costs, incurred by Indemnified Party (collectively, "Losses"), resulting from any third-party claim relating to or resulting from: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Indemnifying Party's wilful, fraudulent or grossly negligent acts or omissions; or (b) Indemnifying Party's negligence, wilful misconduct, or breach of this Agreement, including but not limited to breach of any representation or warranty made by the Indemnifying Party in this Agreement.
   2. Intellectual Property Indemnification. The Company agrees to defend, indemnify and hold the Client, its users, directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability, including all reasonable legal costs, that the Client may incur as a result of or in connection with any valid claim that the Services, Deliverables or any portion of either infringes the intellectual property rights of any third-party, provide however, the Company shall have no obligations under this Section with respect to claims arising from; (a) any instruction, information, designs, specifications, or other materials provided by the Client to the Company whether orally or written; (b) the Client's use of the Deliverables in combination with any materials or equipment not supplied to the Client or specified by the Company in writing; or (c) any modifications or changes made to the Deliverables other than by the Company.

8. TERM AND TERMINATION

   1. Term. The term of this Agreement shall commence on the Effective Date and continue until one (1) year from the Effective Date (the "Term"), unless terminated pursuant to this Agreement. Upon mutual written agreement, this Agreement may be renewed for an additional one (1) year period.
   2. Termination. Either party may terminate this Agreement: (i) by providing at least (30) days prior written notice to the other party; or (ii) if the other party materially breaches this Agreement, including any failure to perform or make payments when due, and such other party fails to cure such breach in all material respects within fourteen (14) days after being given notice of the breach from the non-breaching party. In the event of this Agreement being terminated due to non-payment by the Client, the licenses granted to the Client in Section ‎4.1 shall terminate and be void.

9. GENERAL
   1. Governing Law. This Agreement and any Schedules attached hereto, shall be governed and construed by the laws of the State of Florida and the applicable federal laws of the United States of America, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. The parties hereto agree to submit all of their disputes arising out of, or in connection with this Agreement to the exclusive jurisdiction of the courts of the State of Florida.
   2. Survival. Any terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive such termination. This includes, without limitation, Article ‎4 (Intellectual Property), Article ‎5 (Confidential Information), Article ‎6 (Disclaimer and Limitation of Liability), Article ‎7 (Indemnification), Section ‎8.2 (Termination), and all applicable provisions of this Article ‎9 (General).&#x20;
   3. Relationship. Nothing herein shall be construed as implying an employment, partnership, or joint venture relationship between the Client and the Company. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in this Agreement.
   4. Force Majeure. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments of any Fees outstanding), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemic, quarantine, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority.
   5. Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to United States (USD) currency.
   6. Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly outlined in writing and signed by the party so waiving. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.
   7. Non-Solicitation. During the Term of this (i) this Agreement and for twelve (12) months thereafter, the Client shall not, directly or indirectly, in any manner solicit or induce for employment any person who performed any work under this Agreement who is then contracted by or in the employment of the Company.&#x20;
   8. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
   9. Assignment. The Client may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the Company. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
   10. Entire Agreement. This Agreement and any attached Schedules constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.

SCHEDULE A

Services. The Company agrees to deploy a concentrated liquidity decentralized exchange contract and interface to the Client and to perform the following services:

1. Verify concentrated liquidity dex smart contract with the client for auditing.
2. Deploy audited smart contracts on testnet and/or mainnet blockchains.
3. Verify audited smart contracts on testnet and/or mainnet explorer.
4. Deploy interface for testnet and/or mainnet.
5. Finalize interface UI/UX for testnet and/or mainnet website.
6. Assist how to use the interface.
7. Provide default token list.
8. Point website to correct domain name.

Fees. The Client agrees to compensate the Company for the services to be performed. The total compensation for the services rendered shall amount to $50 per month for testnet blockchains and mainnet blockchains will be determined upon request. The Company shall have the option to take up to a 0.25% protocol fee.&#x20;

The Company shall assume responsibility for invoicing the client on a monthly basis, with payment terms due upon receipt. All client payments pursuant to this Agreement must be processed through Stripe or wire transfer. Failure to make payment on the due date may result in the suspension or termination of services. Additionally, the Company retains the right to take down any provided services until full payment is received.


