Terms of Service

Date Last Revised: 27/11/2023

These Terms of Service (“Terms”), which can be viewed as an binding agreement between an individual or entity user or authorized representative of such user (“you”, “user”) and Starship Labs, LLC (“Starship”, “we”, “us”, “our”), govern your access and use of the Platform and the Services (as defined below).

Starship reserves the right to modify or replace any of these Terms in its sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which these Terms were last modified. Please check these Terms periodically to ensure that you are aware of and in compliance with the most current version of these Terms. Any revision to these Terms shall take effect immediately upon such revised Terms being made accessible via the Platform. Such revised Terms shall be binding on you, and by your continued access and/or use of the Platform for purposes of participating in the Services and/or your continued access to and/or use of the Project Tokens (as defined below), you shall be deemed to agree to and accept these Terms as revised.

DISCLAIMER

The information contained in or provided on or through the Platform is not intended to be and does not constitute financial advice, trading advice, or any other type of advice.

The Services and/or the Project Tokens are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme, capital markets products, or any other form of regulated investment or investment product in any jurisdiction. These Terms do not constitute a prospectus or an offer document of any sort and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme, capital markets products, or any other form of regulated investment or investment product, or a solicitation for any form of regulated investment or investment product in any jurisdiction. No regulatory authority has examined or approved of these Terms. No such action has been or will be taken by Starship to obtain such approval under the laws, regulatory requirements, or rules of any jurisdiction. The provision of these Terms to you does not imply that the applicable laws, regulatory requirements, or rules have been complied with.

RISK STATEMENT

Blockchain technology and crypto-assets carry significant risks, including the possible loss of all value allocated in crypto-assets. Such risks may arise from the novelty of this technology, the regulatory uncertainty, the possibility of hacking, the high volatility and the information asymmetry characterizing the crypto market. Users should not purchase crypto-assets with funds they cannot afford to lose. Furthermore, users are strongly encouraged to seek financial and legal advice regarding the use of crypto-assets and the use of the Services. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S).

PREAMBLE

By accessing and/or using the Platform and/or the Services, you accept and agree to be legally bound by these Terms and all of the terms incorporated herein by reference. You expressly acknowledge and represent that you have carefully reviewed these Terms and you fully understand and accept these Terms. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THEM, OR PARTICIPATE IN THE SERVICES, AND MUST CANCEL YOUR ACCESS IMMEDIATELY.

TERMS & CONDITIONS

1. Definitions

The following words, and expressions, whenever used in these Terms shall have the respective meanings indicated below:

“Accepted Token” means any Utility Token accepted for the purpose of a Subscription Offering (as described in Section 2(a)(iii)) as decided by Starship on a case-by-case basis.

“AML” means Anti Money Laundering.

“KYB” means Know Your Business.

“KYC” means Know Your Customer.

“KYC/AML regulations” means Know Your Customer and Know Your Business standard practices and Anti Money Laundering applicable laws and regulations;

“Law” means the laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders and decrees of any Governmental Authority.

“Governmental Authority” shall mean any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitations, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

“Intellectual Property Rights” means any and all ownership or proprietary rights, rights of use or any other rights with respect to the domain names, patents and patent applications, trade secrets, trademarks and service marks, trademark and service mark registrations and applications (including, but not limited to Starship trademark), any other trade names, design rights, logos, copyrights, copyright registrations and applications, and any other intellectual or industrial property right in connection or related to Starship product.

“Project” means a company duly registered and validly existing in their country of incorporation that sells their Utility Tokens within the context of a Token Offering or a Public Round.

“Project Token" means Utility Token of a Project being launched for a Token Offering on the Platform.

“Platform” means an online platform accessible through the website https://starship.network/, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto which is controlled and/or assigned by Starship.

“Prohibited Person” shall mean any individual or legal entity that is (i) a national or resident of, or legal entity formed or incorporated within or subject to the laws of any United States embargoed or restricted country; (ii) a national or resident of, or legal entity formed or incorporated within, or subject to the laws of United States of America, the People’s Republic of China, Macau SAR, Republic of Cuba, Democratic People’s Republic of North Korea, Islamic Republic of Iran, Libya, Republic of South Sudan, Republic of Sudan, Syrian Arab Republic, or the Crimea; (iii) included on, or affiliated with any Person on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or UN Sanctions; (iv) a person with whom business transactions, including exports and re-exports, are restricted by a United States Governmental Authority, including each item listed in the foregoing clauses (i), (ii), (iii), and (iv) and any updates or revisions thereto and any newly published rules therefore; (v) a subject or target of any other economic sanctions administered or enforced by the United Nations, the European Union, the United States of America, or the United Kingdom; or (vi) a national or resident of, or legal entity formed or incorporated within any country (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the purchase of the Project Tokens would be construed as the sale and purchase of a security (howsoever named), financial services or investment products under the laws, regulatory requirements, or rules of such jurisdiction.

“Token Offering” means the issuance and distribution of Utility Token by a Project through a structured fundraising process facilitated by Starship.

“Utility Tokens” means utility-type crypto-assets according to the definitions of (a) the “Guidelines for enquiries regarding the regulatory framework for initial coin offerings (ICOs)” issued by the Swiss financial regulator (FINMA) on 16 February 2018, (b) the “Report with advice for the European Commission on crypto-assets'' issued by the European Banking Authority (EBA) on 9 January 2019, (c) the “Guidance on Crypto Assets: Feedback and Final Guidance to CP 19/3” issued by the British financial regulator (FCA) in July 2019, and (d) point n. 86 of the “Advice Initial Coin Offerings and Crypto-Assets'' issued by the European Securities and Markets Authority (ESMA) on 9 January 2019. In general, Utility Tokens are not intended to be used as an investment vehicle. Instead, they are used primarily to access or use a specific product or service within a blockchain network or ecosystem. Utility tokens are a type of cryptocurrency token that are designed to provide access to a specific product or service, or to represent a certain level of membership or participation in a network or community. They enable usage of and interactions with digital services and applications provided by the related Project.

2. Services

(a) Services. Starship is a digital ecosystem providing services to facilitate the connection between users and Projects within the scope of crowdfunding initiatives involving the sale of Utility Tokens. Starship shall provide the Project(s) and the user(s) with the IT infrastructure that allows them to meet and enter into a legal relationship between themselves concerning, respectively, the sale and purchase of Project Tokens. It is understood and agreed that the legal relationship concerning the Project Tokens shall occur between you and the Project(s) and shall not involve Starship. Starship's role is limited to creating the conditions for this relationship to take place.

The Services may offer the following types of Token Offering:

(i) Guarantee Offering

Guarantee Offering is applicable only to the holders of Starship Membership NFT (“Starship NFT Holder”), which can be purchased on the Dagora website at https://dagora.xyz/.

Starship NFT Holder can register to participate in a Token Offering subject to Guarantee Offering. The amount of the Project Token that each Starship NFT Holder is eligible to purchase will be fixed and distributed equally among the Starship NFT Holders that register to participate in the Token Offering.

(ii) Lottery Offering

To participate in a Lottery Offering, users can register to participate and claim a lottery ticket. Each ticket is assigned a random number, determining the order in which users can make their purchases order (“Purchase Order”). When the Project Token is made available for sale, users have a 5-minute window to purchase the Project Token based on their Purchase Order. After the initial 5-minute period, the next user in the sequential number order can make their purchase. This sequential process continues until the Lottery Offering concludes.

To ensure fairness and broad participation, minimum and maximum purchase thresholds for the Project Token are established in advance for each user. The Lottery Offering will continue until either (i) the Project Token is sold out, or (ii) the user with the last Purchase Order completes their purchase—whichever comes first.

(iii) Subscription Offering

Subscription Offering allows the Accepted Token holders (“Accepted Token Holders”) to commit an amount of the Accepted Token towards a Project Token sale. The final allocation of the Project Token is determined by the ratio of their committed Accepted Token to the total committed Accepted Token by all participating users.

To ensure fairness and broad participation, minimum and maximum purchase thresholds for the Project Token are established in advance for each user. Once the subscription period is over, each user's Project Token allocation will be roughly calculated as follows:

[(Committed Accepted Token by a participating user / Total committed Accepted Token by all participating users)] X Total Project Token to be sold = Each participating user’s final Project Token allocation

(iv) Public Offering

For Public Offering, users can purchase the Project Token at a fixed price through a public offering that does not require any actions. To ensure fairness and broad participation, minimum and maximum purchase thresholds for the Project Token are established in advance for each user. The Public Offering will continue until either (i) the Project Token is sold out, or (ii) the offering period is over—whichever comes first.

(b) Starship is not a bank, a security firm, an asset manager, a portfolio manager or an investment advisor. Starship is not a financial institution, or a financial service provider. Starship has not received any license or authorization from any regulatory authority. Starship does not, and shall not at any time, give any financial advice whatsoever, including with regards to the purchase of digital tokens. Please note that Starship is not acting as a financial institution or as a financial service provider, nor Starship is issuing or offering any security or financial instrument.

(c) Starship is an independent contractor but not an agent of the user(s) and/or the Project(s) in the performance of the Services. These Terms shall not be interpreted as base or evidence of an association, joint venture, partnership, franchise, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

(d) You bear full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase through the Platform. Notwithstanding indicators and messages that suggest verification, Starship does not make any claims, representations, and/or warranties about the identity, legitimacy, or authenticity of assets on the Platform.

(e) User(s) acknowledge, understand, and agree that Starship assumes no obligations to assist you in enforcing any claims that may arise between you and/or the Project as a result of your engagements through the Services or in connection with your use of the Services. However, Starship reserves the right to provide assistance at its sole discretion.

(f) Any administrative and/or third-party charges as well as any gas fees or transaction fees (if any) incurred in connection with the purchase of the Project Token you intend to make shall be borne by you.

3. Contracting Party and Eligibility to access to and use the Services

(a) The party that is legally bound by these Terms (and that is identified in these Terms as “you”) is either the individual who accepted these Terms (the “Signatory”); or the individual or entity, if any, that legally authorized the Signatory to accept these Terms on its behalf (the “Principal”).

If the Signatory asserts that there is a Principal but the individual or entity identified as the Principal (i) does not fully satisfy the Eligibility Conditions (as defined below) is for any reason not legally bound to these Terms, then the Signatory will be bound to these Terms in his or her personal capacity.

(b) To be eligible to access and/or use the Services, you must satisfy each of the following conditions (the “Eligibility Conditions”):

(i) If you are an individual:

● you must be at least 18 years old, or above the minimum age in your jurisdiction to have the legal capacity to enter into these Terms and to use the Services; and

● you are not a Prohibited Person.

If you are an entity:

● you are duly organized and validly existing under the applicable laws of the jurisdiction of your organization;

● you have authorized your Signatory to accept these Terms on your behalf; and

● you are not a Prohibited Person.

(ii) You have had a decentralized identity (ID) as registered with OneID (for more information about OneID, please click here).

(iii) Your accessing, using the Services and purchase of the Project Tokens are not prohibited, restricted, or regulated by any law or regulation applicable to you, including but not limited to regulations on AML, anti-corruption, and counter-terrorist financing. You are solely responsible to determine if there are any such laws or regulations (including foreign exchange restrictions) applicable to you and to comply with them and to determine if there are any governmental or other consents or approvals which you need to obtain, and to obtain and maintain them.

(iv) You are accessing, and/or using the Services as principal, and for your own account, and not as nominee or agent for, or for the account of, any other person.

(v) You have completed KYC/KYB/AML verification procedures as required from Starship. You must provide Starship with true and accurate details of all required KYC/KYB/AML requirements. You must provide any further items and documentation that Starship may reasonably request in the case of further investigations at the discretion of Starship. You acknowledge, agree, and understand that Starship will transfer to a third party service provider any collected KYC/KYB/AML data, and that Starship has the independent right to terminate a user’s participation in the Project’s community, including termination of other services, and the possibility to receive Project Tokens, based on the outcomes of the KYC/KYB/AML checks.

(c) If you do not fully satisfy each of the Eligibility Conditions at all times from the moment you accept these Terms, then you may not, and you agree not to, access, and/or use of the Services. If you access, and/or use the Services despite not meeting each of the Eligibility Conditions, you acknowledge that (a) your access, and/or use of the Services constitutes a breach of these Terms, and (b) your access, and/or use the Services at your own risk. You acknowledge, and agree that Starship will not be liable to you, or any other party arising from, or in connection with your access, and/or use of the Services if you fail to meet each of the Eligibility Conditions.

(d) Starship may require you to provide certain information to confirm your satisfaction of the Eligibility Conditions, and to complete the transactions related to the Services. If you do not provide the required information, you may be unable to use the Services. Starship’s request from you, your provision of such information, and any actions or decisions Starship may take based on that information, do not affect your obligations under this Section.

4. You accept and acknowledge

(a) You, at your sole discretion, decide to take the opportunity to participate in one, or multiple Token Offering. You shall mature such a decision taking into consideration all the risks involved with cryptographic digital tokens, including but not limited to regulatory risks and cybersecurity risks. You may partially rely on the contents published on the Platform to mature its decision. However, you acknowledge, agree, and understand that the Platform and its published contents do not constitute investment advice, financial advice, trading advice, or any other sort of advice and that you shall not treat any of the Platform's content as such. You alone assume the sole responsibility of evaluating the merits, and risks associated with using any information, or other content on the Platform before making any decisions based on such information. You understand that the crypto market is characterized by high volatility, and it should be aware of the concrete possibility of losing the entirety of the funds allocated in the crypto market. Therefore, you should refrain from using funds that you cannot afford to lose when purchasing cryptocurrencies, and other digital tokens.

(b) You acknowledge, agree, and understand that Starship does not, in any way, supervise, direct, or control any of the Projects, and that Starship does not control, verify, assure, guarantee, and warrant that the information provided by the Project(s) to the user(s) through the Platform are honest, accurate, complete, and updated. Before participating in a Token Offering, and purchasing Project Tokens, you shall conduct your own due diligence on the Project(s).

(c) You expressly agree that they are purchasing, and receiving the Project Tokens at your sole risk, and that the Platform, and the Project Tokens are provided on an "as is" basis without warranties of any kind, either expressed or implied.

(d) You understand, and agree that the purchase, and any other acquisition of the Project Tokens carry significant risks. Therefore, the purchase of the Project Tokens should be undertaken only by user(s) experienced with cryptographic tokens, and blockchain-based software with a functional understanding of storage and transmission mechanisms associated with other cryptographic tokens.

(e) The prices, and liquidity of cryptocurrency assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Project Tokens made available through the Services, which may also be subject to significant price volatility. We cannot guarantee that you will not lose money, and have no responsibility to you for any such loss.

(f) You are solely responsible for determining, and paying what, if any, taxes apply to your transactions through the Services. Starship shall not be responsible for determining and paying the taxes that apply to such transactions.

(g) There are risks associated with using an internet-based currency, including but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your wallet. You accept and acknowledge that Starship will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services for transactions, however caused.

(h) The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of the Project Tokens.

(i) The Services may rely on third party platforms to perform transactions with respect to any cryptocurrency assets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Services will suffer.

(j) By purchasing the Project Tokens, you confirm that they understand and assume the risks involved in such a transaction. In particular, you confirm to fully understand, and accept the following.

(i) Any Token Offering will not involve the issuance of any securities (whether equity securities, or otherwise, including unregistered security), or other kinds of investment certificates.

(ii) The Project Tokens are merely cryptographic tokens existent on one or multiple blockchains that can enable usage of and interactions with digital services, and applications provided by the related Project.

(iii) The Project Tokens are not redeemable, nor associated with financial return or backed by any underlying asset, security or repurchase commitment and do not necessarily have liquidity or market value.

(iv) The Project Tokens do not stand for any sort of investment contract for all intents and purposes.

(v) The purchase of the Project Tokens is not an investment nor a collective investment scheme, and the user(s) shall not expect any repayment, refund, return or profit from participating in a Token Offering.

(vi) The user(s) shall not participate in a Token Offering with the purpose of investing, speculating or pursuing a profit. By participating in a Token Offering, the user(s) shall not expect to get anything other than the Project Tokens in return for the purchase price.

(vii) The user(s) payment for the purchase of the Project Tokens will be non-refundable. Therefore, the user(s) shall give full consideration to all risk factors, including but not limited to the volatility of cryptocurrency prices and markets in general, risks of systemic failure, risks of code failure, bugs, hardware failure, loss of data, theft, lost usernames, passwords, or private keys, incorrectly executed transactions, and/or hacks which can lead to, inter alia, the complete loss of the Project Tokens.

(viii) Blockchain technology allows new forms of interaction, and it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing blockchain technology-based applications, which may be contrary to the current setup of the Token Offering and which may, inter alia, result in substantial modifications, or loss of the Project Tokens.

(ix) The field of digital cryptography is very new, and for this reason, there is a risk of unforeseen attacks on several or all parts of Starship. In the event of such an attack/hack, users may lose their Project Tokens and other assets.

(k) You understand the inherent risks associated with blockchain technology and crypto-assets, including, but not limited to, those listed hereinafter:

(i) Risks associated with (intellectual) property rights: you understand and accept that, due to a lack of originality of the software and to the immaterial character of the Project Tokens, there may be no title of ownership in, and to the Project Tokens.

(ii) Risks associated with IT: you understand and accept that the smart contracts, the Platform, and blockchain protocols are still in an early stage and unproven. You understand, and accept that there is no warranty that the process for delivering the Project Tokens, and/or the smart contracts will be uninterrupted, or error-free, and acknowledges that there is an inherent risk that the software could contain weaknesses, vulnerabilities, or bugs causing inter alia, the complete loss of the Project Tokens, and the Accepted Tokens. You understand, and accept that the smart contracts, and/or underlying protocols and/or any other software involved may either delay, and/or not execute the delivery of the Project Tokens.

(iii) Regulatory risks: you understand and accept that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, a blockchain technology-based applications, which may be contrary to the current setup of Starship and which may, inter alia, result in substantial modifications of the Platform, including its termination and the loss of the Project Tokens.

(iv) Risks associated with abandonment/lack of success: you understand, and accept that the development of the Project(s) may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competitors). You, therefore, understand that there is no assurance that, even if the Project is partially or fully developed and launched, you will receive any benefits through the Project Tokens you hold.

(v) Risks associated with a loss of private key: you understand, and accept that the Project Tokens can only be accessed by using a digital wallet. You understand, and accept that if your private key, or password gets lost or stolen, the Project Tokens associated with your digital wallet will be unrecoverable and will be permanently lost.

(vi) Risks associated with your wallet: you understand, and accept that Starship is in no way responsible for the digital wallet on which the Project Tokens are transferred. You shall understand, and agree that you are solely responsible for the access and security of your digital wallet, for any security breach of your wallet and/ with any loss of the Project Tokens and/or the Accepted Tokens resulting from digital wallet service providers, including any termination of the service by the digital wallet service provider, and/or bankruptcy of the digital wallet service provider. You understand, and accept that the wallet, or digital wallet used for the Token Offering, has to be technically compatible with the Project Tokens. The failure to assure this may have the result that you will not gain access to your Project Tokens.

(vii) Risks associated with theft/hacks: you understand, and accept that the smart contracts, the Platform, the underlying software application, and the software platform may be exposed to cyber attacks by hackers, or other individuals that could result in theft, or loss of the Project Tokens, and/or the Accepted Tokens.

(viii) Risks associated with depreciation: you understand and accept that with regard to the Project Tokens, no market liquidity may be guaranteed and that the value of the Project Tokens over time may experience extreme volatility or depreciate in full.

(l) You shall confirm that you have understood all the risks mentioned above, and hereby confirm that you use Starship at your own risk. You shall understand, and agree that Starship shall not be liable for any damage, or loss incurred by users due to the materialization of any of the risks mentioned above. You shall release Starship from any liability for any damage, and/or loss arising, directly or indirectly, from your use of the Platform, and/or the Services.

5. Know Your Customer / Know Your Business / Anti Money Laundering Compliance

(a) General. As a software development company, Starship has no role in enforcing KYC/KYB/AML regulations by default. However, in order to comply with KYC/KYB/AML standard practices, and applicable regulations, Starship requires all users, and the Projects to complete mandatory identification verification using KYC/KYB/AML tools. You fully agree to assist Starship in fulfilling the mentioned obligations and provide any necessary information if such is required by the Laws.

(b) Anti-money laundering & counter-terrorism financing. You represent and warrant Starship that you comply with all anti-money laundering, and anti-terrorism-financing requirements in all applicable jurisdictions.

(c) Sanctions compliance. Neither you, nor any person having a direct or indirect beneficial interest in you, or the Project Tokens being purchased by you, nor any person does not meet Eligibility Conditions for whom you are acting for or:

(i) Is included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List), the list of specially designated nationals maintained by OFAC (the Office of Foreign Assets Control of the U.S. Department of the Treasury), or the denied persons or entity list of the U.S. Department of Commerce;

(ii) Is in, under the control of, or a national or resident of any country subject to United States embargo, UN sanctions, HM Treasury’s financial sanctions regime, or is on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List, Entity List HM Treasury’s financial sanctions regime.

(collectively, “Sanctions")

(d) As part of Starship’s compliance process with such KYC/KYB/AML regulations, Starship shall conduct KYC/KYB checks on you through a third-party platform which may be https://onfido.com/ or other platforms as varied from time to time. Such checks shall be conducted prior to your purchase of a Project Token. As part of such checks, Starship shall collect and store, and you agree to provide prior to the swap of the Project Tokens or prior to participating in the Services, the following types of data:

(i) Your name;

(ii) Facial scan data (extracted from video or photographs, and also from your identity documents);

(iii) Date of incorporation/ birth;

(iv) Jurisdiction of incorporation/ birth;

(v) Proof of address such as a copy of a utility bill or bank statement from the user.

(e) The third-party KYC/KYB/AML service provider may conduct on behalf of Starship further KYC/KYB/AML checks concerning the director(s), shareholder(s), and ultimate beneficial owner(s) of you through a form that shall be filled in by you.

(f) Furthermore, Starship or the third-party service provider selected by Starship would collect and store such information, and you agree to provide prior to your purchase of the Project Tokens, data, including but not limited to your director(s), shareholder(s) and ultimate beneficial owner(s). The duration of such data restoration shall be within the time limits as decided by Starship.

(g) You must provide Starship with true, and accurate details of all required KYC/KYB/AML requirements. You acknowledge that by failing to submit all necessary KYC/KYB/AML information. You will not participate in the Services or receive any Project Token. You will take all reasonable and necessary measures to rectify any issues. Starship has the independent right to terminate your participation in the community of that Project, including termination of the possibility to provide any other services to you, and your possibility to receive any Project Token from the Project, all based on the results of the KYC/KYB/AML checks.

(h) Starship shall be entitled to immediately terminate these Terms if Starship has reasonable doubts as to the validity, authenticity and genuineness of the data provided by you, or in case you have failed to provide the data and other additional information as required above. In such case, you will be deemed to have violated the provisions of this Section and Starship shall refuse to allocate the Project Tokens to you and shall use its commercially reasonable best efforts to refund the amount that the Project has actually received from you to purchase the Project Tokens from the Project in the same amount (of the form of payment, whether money or any cryptocurrencies, as applicable) it has been transferred to the Project (with no interest or any other amounts due on such funds, subject to the deduction of any transfer fees paid by the Project). In addition, Starship has the right to use any possible efforts for preventing money laundering and terrorism financing, including, but not limited to, blocking your wallet and disclosing any information about you to the governmental authority on their request, without your knowledge or consent.

(i) You have not and will not supply Starship with inaccurate or misleading information relating to your purchase of the Project Tokens, including, without limitation, your identity and source of funds. You will supply Starship with all accurate information, documentation or copy documentation that Starship may require in order to allow Starship to accept your purchase of the Project Tokens and allocate the Project Tokens to you, and you will provide Starship with any additional information which may be reasonably required in order that Starship can fulfil its legal, regulatory, and contractual obligations, including but not limited to any KYC/KYB/AML regulations, and/or any change to the information that you have supplied to Starship.

(j) As part of Starship’s commitment to the prevention of money laundering, Starship will not tolerate any user abusing the Services for such matters. If Starship suspects any user is abusing the Services for the purposes of money laundering, Starship reserve the right to freeze any funds used to purchase the Project Tokens. Starship reserves the right to report any suspicious activities to the governmental authorities without the user’s knowledge or consent.

(k) All payments to the Project in connection with these Terms shall be made only in your name, from a digital wallet not located in a country or territory that is subject to the Sanctions.

6. Intellectual Property Rights

(a) Intellectual Property Rights and all other proprietary rights in relation to the content available on the Platform (including but not limited to software, mobile software, algorithms, codes, audio, video, text, animations, files, photographs designs, graphics, layouts, images, video, information, and their selection and arrangement) (hereinafter, the “Platform Content”) are the exclusive property of Starship and its licensors. Starship or its licensors’ rights to the Platform Content include rights to:

(i) The Platform; and

(ii) All designs, layouts, software, displayed, and technical information associated with the Platform.

(b) All Intellectual Property Rights in the Platform Content not expressly granted herein are reserved to Starship. All copyright and other proprietary notices shall be retained on all reproductions.

(c) Any other use of the Platform Content, including without limitation distribution, reproduction, modification, making available, communicate to the public, publicly perform, frame, download, display, or transmission, in whole or in part, without the prior written consent of Starship is strictly prohibited.

(d) User(s) may not derive or attempt to derive the source code of all or any portion of the software or mobile software (hereinafter, the “Software”), permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Software or any part thereof.

(e) Starship and its licensors own and shall retain all Intellectual property rights and other rights in and to the Software, and any changes, modifications or corrections thereto, subject to open source software used in relation to the Platform.

(f) Starship, together with its licensors expressly reserve all Intellectual property rights in all text, programs, products, processes, technology, content, source code, object codes, layouts, and other materials, which appear on the Platform. Access to the Platform does not confer and shall not be considered as conferring upon anyone any license under any of our or any third party's intellectual property rights. Any use of the Platform, including copying or storing it or them in whole or part, other than for own personal, non-commercial use, is prohibited without the prior written consent of Starship.

(g) The Platform and any Services, including their design elements or concepts and any and all underlying Intellectual Property Rights, including, but not limited to any registered trademarks, are the property of Starship, and/or Projects (as applicable), and are protected by copyright, patent, trade secret and other Intellectual Property Rights laws. Starship and its licensors retain any and all rights, title and interest in and to the Platform and the Services (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. The user’s right to use the Platform and the Services is limited to the rights expressly granted in these Terms. No licenses to use any of trademarks or any other brands are to be inferred or assumed pursuant to the use of any Services. All rights not expressly granted to the user are reserved and retained by Starship, the Project and their licensors.

(h) The user expressly agrees not to duplicate, copy, transmit, distribute, license, reverse engineer, modify, publish, reuse or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Intellectual Property Rights of Starship or any Projects without the express prior written consent of Starship and, if applicable, the Project(s). The users shall not infringe the Intellectual Property Rights of Starship, the Projects, or any third party.

(i) All other third-party trademarks, registered trademarks, and product names mentioned on the Services or displayed on the Services are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Starship.

7. Limited License

Starship hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable and limited license, subject to the terms of these Terms, to access and use the Platform solely for informational, transactional, or other approved purposes as permitted by Starship from time to time. Any other use of the Platform is expressly prohibited. All other rights in the Platform are reserved by Starship. Starship reserves all rights in the Platform, and the users and Projects agree that these Terms do not grant the users any rights in or licenses to the Platform, except for this express, limited license. The users will not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Platform or any other part of the Platform or any derivative works thereof, in whole or in part for commercial or non-commercial purposes. Without limiting the foregoing, the user will not frame or display the Platform (or any portion thereof) as part of any other website or any other work of authorship without prior written permission. If you violate any portion of these Terms, your permission to access and use the Services may be terminated pursuant to these Terms. In addition, Starship reserves the right to all remedies available at law and in equity for any such violation.

The user(s) may not assign any of their rights, licenses, or obligations under these Terms without Starship's prior written consent. Any such attempt at assignment by users shall be void. Starship may assign its rights, licenses, and obligations under these Terms without limitation and without prior consent.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by users but may be assigned by Starship without restriction, including without limitation to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.

8. Your responsibilities

You agree not to do any of the following:

(a) Post, upload, publish, submit or transmit any user content: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

(b) Access or use the Services to copy, modify, or create derivative works of the Services or any related software or code, or reverse engineer, disassemble, decompile, decode, adapt, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to the Service, or otherwise attempt to derive or gain access to any software component of the Service, including those of third parties;

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

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

(e) Create or list counterfeit items;

(f) Engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any criminal or fraudulent activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services);

(g) Intimidate or harass any person or entity, or falsely state or otherwise misrepresent the other user or their affiliation with any person or entity;

(h) Damage, disable, overburden, or impair the functionality of the Platform in any manner;

(i) Upload, post, transmit, distribute, or otherwise make available any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the Platform or the interests or property of the users or of Starship;

(j) Export or re-export any applications, code or tools developed by and proprietary to Starship except as in strict compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;

(k) Use any robot, spider, crawler, scraper, or other automated means or interface not provided or authorized by Starship to access the Platform or to extract data or information from the Platform;

(l) Commercialize any application, code, or any information or software associated with such application and/or the Platform without the prior consent of Starship;

(m) Upload, post, transmit, distribute, store, or otherwise make publicly available on the Platform any personal data of users, or of any third-party without the person’s prior explicit consent;

(n) Harvest or otherwise collect information or data about users without their consent or use automated scripts to collect information from or otherwise interact with the Platform;

(o) Upload, post, transmit, distribute, store, or otherwise make available content that, in the sole judgment of Starship, is objectionable, misleading or which restricts or inhibits any other person from using the Platform, or which may expose Starship or its users to any harm or liability of any type;

(p) Upload, post, transmit, distribute, store, or otherwise make available content that would constitute, encourage, or provide instructions for a criminal offence;

(q) Copy, modify, distribute, sell, or lease any part of the Platform;

(r) Reverse engineer or attempt to extract the source code of the Platform;

(s) Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Platform, or third parties;

(t) Infringe upon or violate the rights of Starship, the users or any third party;

(u) Fabricate in any way any transaction or process related thereto;

(v) Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services;

(w) Facilitate or assist another person to do any of the above acts.

9. Third-party Service

The Services may also contain links or functionality to access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (“Third-Party Materials”). When you click on a link to, or access and use, a Third-Party Website or Third-Party Application, though we may not warn you that you have left our Platform, you are bound by the terms and conditions (including privacy policies) of another website or destination. These Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of Starship and may be “open” applications for which no recourse is available. Starship is not responsible or liable for any Third-Party Websites, Third-Party Applications, and Third-Party Materials. Starship provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Materials at your own risk.

10. Indemnity

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Starship, its affiliates, officers, directors, agents, partners and employees (individually and collectively, the “Starship Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of any kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your use or misuse of the Services, (b) your violation, misappropriation or infringement of any rights of another person or entity (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or Law, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your fraud, negligence or willful misconduct. You agree to promptly notify Starship Parties of any third-party Claims, cooperate with Starship Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Starship Parties shall have control of the defense or settlement, at Starship’ sole option, of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND STARSHIP.

If Starship is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under this Section, you agree to reimburse Starship its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.

11. Disclaimer

THE SERVICES LISTED THEREIN ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. STARSHIP EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) REGARDING ITSELF, THE SERVICES, THE PROJECT TOKENS, THE PROJECTS, THE PLATFORM, THESE TERMS, AND THE TRANSACTIONS CONTEMPLATED BY THESE TERMS. STARSHIP CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, THE PROJECT TOKENS, THE PROJECTS, THE PLATFORM, OR THE DELIVERY MECHANISM FOR THE PROJECT TOKENS, THE PROJECTS, THE PLATFORM OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THEY DO NOT CONTAIN ANY WEAKNESSES, VULNERABILITIES, OR BUGS WHICH COULD CAUSE, AMONG OTHER THINGS, THE COMPLETE LOSS OF THE ACCEPTED TOKENS, AND/OR THE PROJECT TOKENS.

STARSHIP SPECIFICALLY DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. STARSHIP MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE AVAILABLE AT ANY TIME OR IN ANY GEOGRAPHIC LOCATION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. STARSHIP MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THAT THE SERVICES WILL NOT INCIDENTALLY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY NATURE OF ITS OPERATION. STARSHIP CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USERS DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND WILL NOT HOLD STARSHIP RESPONSIBLE FOR ANY BREACH OF SECURITY.

STARSHIP WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) BLOCKCHAIN NETWORKS, CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (IV) UNAUTHORIZED ACCESS TO SERVICES; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK.

THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICES OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES, AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE, AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS AND REGULATIONS, YOU, FOR AND ON BEHALF OF ALL NATURAL AND LEGAL PERSONS WHO MAY CLAIM THROUGH OR UNDER YOU, ON YOUR BEHALF, OR OTHERWISE IN RESPECT OF YOU, RELEASE AND FOREVER DISCHARGE STARSHIP AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, ATTORNEYS, AND ADVISERS, AND ALL OF ITS AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, FROM ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND WHATSOEVER, WHETHER UNDER COMMON LAW, STATUTORY, CONTRACTUAL, TORTIOUS, EQUITABLE, OR OTHERWISE, AND ALL LOSSES, DAMAGES, TAXES, LIABILITIES, COSTS, AND EXPENSES, WHICH YOU HAVE, EVER HAD, MAY HAVE, OR HEREAFTER MIGHT HAVE, WHETHER KNOWN OR UNKNOWN, NOW EXISTING OR WHICH MIGHT ARISE OR ACCRUE HEREAFTER, RELATING TO OR ARISING FROM THE MATTERS LISTED IN THIS SECTION.

12. Limitation of Liability

IN NO EVENT SHALL STARSHIP BE LIABLE FOR ANY LOSSES REALIZED OR DEMANDED OF USERS RELATED TO USERS’ ACCESS OR USE OF THE SERVICES, INCLUDING ANY LOSSES FOR INTELLECTUAL PROPERTY INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF STARSHIP FOR DAMAGES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO STARSHIP FOR USE OF THE SERVICES, OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO STARSHIP, AS APPLICABLE.

IN NO EVENT SHALL STARSHIP, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; (III) USE OF ANY CONTENT OBTAINED FROM OR GENERATED IN WHOLE OR IN PART BY THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS OF LIABILITY IN THIS SECTION PROTECT STARSHIP’S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, AND REPRESENTATIVES OF STARSHIP AND ITS AFFILIATES, AND ALL OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, TO THE SAME EXTENT THAT STARSHIP IS PROTECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR SOME TYPES OF DAMAGES. TO THAT END, THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY ARE TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU AGREE TO WAIVE ALL RIGHTS TO ASSERT ANY CLAIMS UNDER APPLICABLE LAWS AND REGULATIONS, AND YOU AGREE THAT YOU MAY MAKE CLAIMS BASED ONLY ON THESE TERMS.

YOU ACKNOWLEDGE THAT STARSHIP HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND STARSHIP.

13. Non Financial Advice

(a) These Terms do not constitute a solicitation for investment in any security and shall not be construed in that way. These Terms do not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities or financial instruments.

(b) It is understood and presumed that, before purchasing the Project Tokens, you have fully read, understood, and irrevocably accepted these Terms if any user does not agree with these Terms in general or any part of it, such users should entirely withhold from using the Platform, Services and/or purchasing the Project Tokens.

(c) As with any asset characterized by high volatility, the market price of crypto-assets may fluctuate significantly, and there is a substantial risk of economic losses when trading crypto-assets. By making use of the Services, users(s) acknowledge and agree that: (1) user(s) are aware of the risks associated with crypto-assets trading; (2) user(s) shall assume all risks related to the use of the Services and crypto-assets transactions; and (3) Starship shall not be liable for any such risks or adverse outcomes.

(d) By accessing, using or attempting to use the Services in any capacity, user(s) acknowledge that user(s) accept and agree to be bound by these Terms. If user(s) do not agree, they shall not access the Platform or utilize the Services. Please note that these Terms has not been approved by any regulator, competent authority or authorized person in general, and specifically not within the meaning of a competent authority according to U.S., EU law or any other Law. Therefore, relying on these Terms for the purpose of purchasing the Project Token may expose user(s) to a significant risk of loss of all assets.

14. Compliance With Local Laws

(a) The user(s) shall endeavour to perform their rights and obligations under these Terms in compliance with all applicable laws, regulations, codes, ordinances, and with those of any other authority having jurisdiction over their sales.

(b) It is the duty of the user(s) to abide by local laws in relation to the legal usage of the Services in their local jurisdiction as well as other laws and regulations applicable to the user(s). The user(s) must also factor, to the extent of their local laws, all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.

(c) User(s) acknowledge and declare that their funds come from legitimate sources and do not originate from illegal activities; the user(s) agree that Starship may require them to provide or otherwise collect the necessary information and materials as per relevant laws or government orders to verify the legality of the sources and use of their funds.

(d) Starship maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate your funds which are flagged out or investigated by legal mandate.

(e) The user(s) shall be solely responsible:

(i) For any and all tax liabilities associated with payments between each other;

(ii) For determining whether the Project and/or Starship is required by applicable laws to issue any particular invoice to the users and for issuing any invoices so required;

(iii) For determining whether the Project, and/or Starship, and/or a user is required by applicable law to remit to the appropriate authorities any value added tax, sales tax or any other taxes and duties or similar charges and remitting any such taxes or charges to the appropriate tax authorities, as applicable.

15. Privacy Policy

Please refer to our Privacy Policy or information about how we collect, use, and share personal data about you. By submitting personal data through the Platform, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

16. Future changes to the Platform and the Services

We are always working to improve the Platform and the Services, so our products and Services may change over time. We may suspend or discontinue any part of the Platform and the Services, or we may introduce new features or impose limitations on certain features or restrict access to part or all the Platform and the Services. We reserve the right to change, suspend, remove, discontinue or disable access to the Platform or particular portions thereof, at any time and without notice. In no event will Starship be liable for the removal of or disabling access to any portion or feature of the Platform.

17. Resolving Disputes; Binding Arbitration

(a) We want to address your concerns without needing a formal legal case. Before filing a claim against Starship, you agree to contact us and attempt to resolve the claim informally by sending a written notice of your claim by email at [e-mail]. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be sent to the email address associated with your online account and will contain the information described above. If we can’t resolve matters within thirty (30) days after any notice is sent, either party may initiate a formal proceeding.

(b) Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with Starship and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

(c) No Representative Actions. You and Starship agree that any dispute arising out of or related to these Terms, or our Services is personal to you and Starship and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

(d) Arbitration of Disputes. Except for claims disputes in which you or Starship seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Starship waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. All Disputes shall be referred to and finally resolved by the Singapore International Arbitration Centre (“SIAC”) to be resolved through confidential, binding arbitration before one arbitrator. Arbitration hearing shall be conducted virtually. You and Starship agree that Disputes will be held in accordance with the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason.

(e) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Starship, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality doesn’t apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

(f) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Starship will not have the right to assert the claim.

(g) If any portion of this Section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this Section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section will be enforceable.

18. Governing Law

These Terms and your access and use of the Services shall be governed by and construed and enforced in accordance with the laws of Saint Vincent and the Grenadines without giving effect to the conflict of laws principles thereof.

19. Reservation Of Rights

Starship may block, terminate or suspend the users and Projects to use or access the Platform, in whole or in part, without notice and at all time, at the sole discretion of Starship, as well as close or interrupt the Platform. Starship reserves the right to terminate the user(s) right to access and use the Platform if user(s) violate these Terms or any other terms, laws, or policies referenced herein, or if user(s) otherwise create risk or possible legal exposure for Starship.

Starship reserves the right to initiate legal proceedings against any person for fraudulent use of the Platform and any other unlawful acts or acts or omissions in breach of these Terms.

Starship may, at its sole discretion and without any prior notification, suspend, restrict, or terminate the access any or all of the Services and/or the Platform if:

(a) The user(s) are so required by an enforceable subpoena, court order, or binding order of the court or government authority; or

(b) Starship reasonably suspect user(s) of using the Services and/or the Project Token in connection with illegal, unauthorized, or improper activity; or

(c) Use of the Services and/or the Project Token are subject to any pending litigation, investigation, or government proceeding and/or Starship perceive a heightened risk of legal or regulatory non-compliance associated with the user activity; or

(d) Starship’s service partners are unable to support usage; or

(e) Starship is required to do so in order to comply with KYC/KYB/AML laws and regulations; or

(f) The user(s) violate the terms of these Terms (in particular, but not limited to, providing correct and accurate information for KYC/KYB/AML purposes or violating any user warranties given under these Terms); or

(g) User(s) take any action that Starship deems as circumventing Starship’s controls, including, but not limited to, abusing promotions that Starship may offer from time to time.

Notwithstanding the foregoing, you may disconnect your digital wallet at any time. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us or any Project, to the fullest extent permitted by applicable law. Upon any termination, discontinuation or cancellation of the Services, the following Sections will survive: 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23.

20. Severability

If any term, section, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, section, clause, or provision of these Terms.

21. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Starship for which monetary damages would not be an adequate remedy and Starship shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

22. Miscellaneous

These Terms constitute the entire agreement between you and Starship relating to your access and use of the Platform and the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Starship, and Starship’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

23. Contact

If you have any feedback, question, or complaint, contact Starship via email at [e-mail].