Terms and Conditions

These Terms and Conditions (these "Terms"or this “Agreement”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity, and Sygma Labs Ltd. (“we”, “us”, and“Sygma”, together with “you”and similar meaning terms, the “Parties”, each a“Party”), governing your access to and use of the Sygma Explorer (the “Site”), the Sygma API (the“API”) and any other related Sygma cross-chain interoperability solution (collectively with the Site and API, the“Services”, which may be found at https://buildwithsygma.com). respects your privacy and is committed to protecting it by complying with this policy. This privacy policy (“Privacy Policy”) describes how we collect, use, disclose and protect your personal data.

By accessing, logging into or using the Services, you acknowledge that you have read and understand these Terms. You agree to be bound by these Terms and all terms, policies and guidelines incorporated by reference herein. IF YOU DO NOT AGREE WITH THESE TERMS OR DO NOT AGREE TO BE BOUND BY THEM, THEN YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING THE SERVICES AND MUST IMMEDIATELY CEASE USING THEM.

THESE TERMS CONTAIN AN ARBITRATION CLAUSE BELOW. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND WE AGREE THAT ANY DISPUTES RELATING TO THE SERVICES WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. The Services

1. The Services. Sygma is a cross-chain messaging application that is compatible with a variety of blockchains. Sygma smart contracts provide cross-chain interoperability to a variety of decentralized applications. The Services provide visualizations of and access to the Sygma smart contracts. Sygma does not have custody over the contents of the smart contracts you may interact with and does not control the blockchains you interact with. To access and use the Services, you may be required to use Third-Party Services (as defined below), such as digital wallets that enable your ability to interact with different blockchains.

2. Eligibility

2.1 Eligibility. You may use a third-party digital wallet and blockchain address (collectively your “Digital Wallet”) to access the Services if you are an individual at or above the age of majority in your country of residence and can form a legally binding agreement under applicable law. You shall not access the Services if you previously had a Digital Wallet that was blacklisted, deactivated, or suspended. Sygma reserves the right from time to time to change the eligibility requirements for the Services.

You must be at least eighteen (18) years of age to access or use the Services. If you are below the age of majority in your country of residence, your parent or legal guardian must register for a Digital Wallet on your behalf and consent to your access to and use of the Services. Your parent or legal guardian is responsible for any actions performed through your Digital Wallet.

2.2 Geographic and Sanction Restrictions. The Services are not offered to any country region or state that: (a) is embargoed by the United States of America; or (b) has been designated as a “terrorist supporting” country by the government of the United States of America. The Services are not offered to: (x) to anyone on the United States Treasury Department’s Specially Designated Nationals List; (y) to anyone on the United States Treasury Department of Commerce’s Denied Persons List or Entity List; or (z) to any person or entity listed on any government of the United States, United Kingdom or Singapore list of prohibited or restricted parties, or subject to similar restrictions under comparable laws and regulations of other countries. IF YOU ARE LOCATED IN A COUNTRY COVERED BY THIS PARAGRAPH YOU MUST NOT USE A VIRTUAL PRIVATE NETWORK OR OTHER MEANS TO ACCESS THE SERVICES.

We reserve the right to block or restrict your access to the Services, in our sole discretion, if we reasonably believe that you, at any time: (i) do not satisfy our eligibility requirements; or (ii) are subject to the listed restrictions (or similar ones) as set out in Section 2.2.

3. CHANGES TO THESE TERMS AND CONDITIONS

3.1 Sygma reserves the right, in our sole discretion, to change, modify, replace, add or suspend portions of these Terms, our privacy policy and any other relevant policies at any time by posting amended terms on the Services. If you continue to access the Services after the amended terms are posted, you will be deemed to have accepted such terms through your continued use of the Services. If at any point you do not agree with our Terms or any other policy we may have at such time, your license to use the Services shall immediately terminate and you must stop using the Services. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Services.

4. PRIVACY POLICY

4.1 Privacy Policy. “Personal Data” Personal Data means any information in respect of commercial transactions that relates directly or indirectly to a data subject, who is identified or identifiable from that information, or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject.

5. DIGITAL WALLET ACCESS

5.1 Digital Wallets. You will be required to have a Digital Wallet to access and use the Services. When providing accompanying information for your Digital Wallet, you agree to provide accurate, full and complete information as prompted. You shall not include the name or contact information of another person with the intent to impersonate that person. Your Digital Wallet allows you to access and use the Services. You acknowledge and agree that your Digital Wallet is used under the terms and conditions of the third-party provider of the blockchain address and/or digital wallet. Any Digital Wallet you use to access or use the Services are not controlled, operated, maintained, or associated with Sygma, and Sygma has no control or custody over the contents of your Digital Wallet. If you lose access to your Digital Wallet or its contents, Sygma cannot and has no ability to recover, retrieve or gain access to the Digital Wallet's contents. Sygma will not be liable for the Services' ability or inability to interact with any particular Digital Wallet.

5.2 Protection of Login Information. Your Digital Wallet's private blockchain address, credentials and seed phrase / password are personal to you. SYGMA WILL NEVER ASK YOU FOR YOUR DIGITAL WALLET'S SEED PHRASE. It is your responsibility to maintain your seed phrase's confidentiality and not to share, transfer or sell access to your Digital Wallet. Sygma will not be liable for any harm, losses or damages related to: (i) your disclosure of your private blockchain address, seed phrase or password; (ii) your use of any Digital Wallet with the Services; or (iii) the Services' use by anyone else through your Digital Wallet. We may require you to change your blockchain address or the associated Digital Wallet, in our sole discretion, if we believe your Digital Wallet is no longer secure or if we have received a complaint. You are solely responsible for all actions, omissions and conduct performed through your Digital Wallet and should contact your Digital Wallet provider if you believe it has been compromised. You agree to contact Sygma if you discover or suspect there are any security issues associated with your Digital Wallet.

6. FEES & TRANSACTIONS

6.1 Fees. There may be fees payable for the provision of the Services (“Fees”), which may be based on transactions, access to, or usage of the Services. Any Fees payable shall be described to you in advance on the Services. Fees to access and use the Services may change from time to time and shall be determined by the relevant blockchain network or Sygma, in its sole discretion (where applicable). Unless otherwise specified, Fee payment obligations are non-cancelable and non-refundable.

6.2 Blockchain Fees. Transactions on blockchains require verification and processing by third parties that charge a fee for their services (“Gas Fees”). Gas Fees are volatile and differ based on a variety of factors including the blockchain selected and the network's activity levels at the time of the proposed transaction on that blockchain. Every time you perform a transaction on the Services you will need to pay Gas Fees. These Gas Fees are not paid to Sygma. You are solely responsible for the payment of any Gas Fees for transactions that occur on the Services.

6.3 Transactions on the Services. Any payments or transactions that you engage in on the Services will be conducted by blockchains that are not controlled by Sygma. Sygma does not have any involvement in transactions that occur via the Services and does not have the ability to reverse or alter any payments or transactions that occur. You acknowledge and agree that Sygma has no liability to you or any third-party for any claims or damages that may result from any transactions you engage in on the Services or any blockchain. Sygma is unable to provide refunds for any Fees or Gas Fees that occur from the use of the Services and cannot reverse any transactions that occur.

6.4 Fees Processing. Any payments or transactions that you engage in on the Services will be conducted by blockchains that are not controlled by Sygma. Sygma does not have any involvement in transactions that occur via the Services and does not have the ability to reverse or alter any payments or transactions that occur. You acknowledge and agree that Sygma has no liability to you or any third-party for any claims or damages that may result from any transactions you engage in on the Services or any blockchain. Sygma is unable to provide refunds for any Fees or Gas Fees that occur from the use of the Services and cannot reverse any transactions that occur.

6.5 Taxes Sygma relies on third-parties (such as public blockchains and wallet providers) to facilitate the payment of the Fees for the Services. You interact directly with those third parties when you provide your Digital Wallet information.

7. CONTENT

7.1. Content. When you submit, upload, post, share or otherwise transfer content or data (collectively “Content”) to the Services, you grant to us, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a worldwide, royalty-free, sub-licensable and non-exclusive license to use, reproduce, modify, perform, display and transfer any such Content for the purposes of operating and providing the Services. To clarify, this license to your Content allows us to transfer, display and store your Content through any medium or technology throughout the world and without compensation to you solely for the purpose of running the Services.

8. INTELLECTUAL PROPERTY OWNERSHIP AND LICENSING

7.1. Intellectual Property Ownership. You acknowledge and agree that the Services and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, logo, buttons, icons graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Sygma, our licensors, or other providers of such material and are protected in all forms by intellectual property rights including, without limitation: copyright, trademark, service mark, patent, trade secret, and any other proprietary rights. Except for the rights and licenses granted in this Agreement, Sygma and its licensors shall retain and reserve all rights, title, interests, copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests (“Intellectual Property Rights”) in the Services. Nothing in this Agreement shall be deemed to transfer or convey ownership of any Intellectual Property Rights from one Party to the other. Content that contains third-party trademarks, copyrighted material or names are the property are their respective owners and may not be copied, used or distributed without the permission of the applicable Intellectual Property Rights holder.

Any use of the Service not expressly permitted by these terms is a breach of these Terms and may infringe or violate Sygma’s or its licensors' Intellectual Property Rights. The Sygma name, Sygma logo and all related names, logos, product and service names, designs, images, and slogans are trademarks of Sygma or its affiliates or licensors. You must not use such marks in any manner without our prior written consent.

8.2 Feedback. You grant to Sygma a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestions, reviews, enhancement requests, recommendations, corrections or other feedback (collectively “Feedback”) relating to the Services that you provide to Sygma. You agree that Sygma may use and disclose the Feedback in any manner and for any purpose without further notice or compensation to you.

8.2 License to the Services. Subject to these Terms, Sygma hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services and the functionality contained therein, subject to these Terms.

8.2 Restrictions. Except as outlined in these Terms and to the extent contrary to applicable law, the license granted to you in Section 8.3 is subject to the following restrictions. You shall not:

copy, distribute, modify, create derivative works or adapt the Services, except as permitted under these Terms;
use the Services for illegal purposes, such as money laundering, terrorist financing, or in any other manner that violates any applicable law, statute, regulation, sanction or breaches the rights of any third-party;
use the Services to buy, sell, transfer or distribute stolen or illegally obtained digital assets;
reverse engineer, disassemble, duplicate, decompile or decode any part of the Services or otherwise attempt to derive or gain access to the source code of the Services, in whole or in part;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Service to any person, including on or in connection with the internet or any subscription service, time-sharing, software as a service, cloud or other technology or service;
bypass or breach any security device, mechanism or protection used for or contained in the Service;
use any networking techniques or software, including a Virtual Private Network to modify your IP address or otherwise circumvent any eligibility restrictions;
replicate or recreate any part, design, function, feature or tool on the Services;
use, or access the Services to build a competitive product or service or for any other competitive purposes;
use the Services other than for its permitted and intended uses, or in any manner not expressly permitted by our third-party licensors;
use the Services to sell or buy digital assets that give the owner rights to: participate in a securities offering, dividends, interest payments, any other form payments, a share of an active business or property, or is otherwise redeemable for a commodities, securities or financial instruments that would classify the digital asset as a security;
submit via the Services any data, software or other materials that contain any malicious code, viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature
take any actions that impose an unreasonable burden on the Services' technological infrastructure;
submit inaccurate, false, or misleading information to the Services;
perform any action with the intention of exploiting a vulnerability in the software of the Services;
attempt to gain unauthorized access to locked or minted digital assets made available by the Services;
perform any action with the intention of, compromising, spoofing or interfering with any MPC technology interacting with the Services;
distribute, publish, send or facilitate the sending of unsolicited mass email or other messages, promotions, advertising or solicitations, including commercial advertising and informational announcements;
remove any legal, copyright, trademark or other proprietary rights notices contained in the Services or on materials you receive or access pursuant to these Terms; or
attempt to gain unauthorized access to the Services, or any server, computer or database connected to the Services.

9. THIRD-PARTY SOFTWARE AND OPEN-SOURCE LICENSES

1. Third-Party Services. The Services may provide links to third-party sites and content that are not owned or monitored by us (“Third-Party Services”). We make no representations about any Third-Party Services that may be accessed from the Services. We do not endorse, approve or guarantee the accuracy of any content on the Third-Party Services, and when visiting them, you will no longer be governed by these Terms and our Privacy Policy. You should familiarize yourself with and are responsible for reading and understanding the terms and conditions, privacy policies and data security practices of the Third-Party Services accessed. Those are the policies and practices that will apply to your use of the Third-Party Services. If you choose to access any Third-Party Services, you do so at your own risk. We have no control over the contents of any Third-Party Services and accept no responsibility for such services or for any loss or damage that may arise from the use of them.

2. Third-Party Software and Open-Source Licenses. The Services contain third-party software that may be subject to their own licenses. These licenses may be open-source and contain additional terms and conditions. You understand and acknowledge that any third-party software accessed on the Services is not licensed to you pursuant to the provisions of these Terms and that these Terms may not be construed to grant any such right or license to you. The licenses that govern any third-party software are incorporated into these Terms. By accepting these Terms and accessing and using the Services, you also accept any third-party software licenses. To access any third-party licenses, please contact us at support@buildwithsygma.com.

3. Decentralized Protocol Integration. The Services is integrated with a decentralized protocol that it relies upon to transfer Content, data and information. We cannot guarantee that there will be no interruptions between the Services and the decentralized protocol, nor that there will be continued interoperability between the Services and the decentralized protocol on an ongoing basis. SYGMA disclaims any and all liability to you for any harm that may arise from incorrect or inaccessible Content, information or data on the Services.

10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

10.1. DISCLAIMER OF WARRANTIES. THE SERVICES, ITS CONTENTS, AND ANY FEATURES OR INFORMATION FOUND ON THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES AND ITS CONTENTS IS DONE AT YOUR OWN RISK. ANY RISKS RESULTING FROM THE ACCESS AND USE OF THE SERVICES REMAIN SOLELY WITH YOU.

NEITHER SYGMA NOR ITS SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE AGENTS OR REPRESENTATIVES MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SERVICES OR ITS CONTENTS. SYGMA DOES NOT GUARANTEE THE QUALITY, ABILITY, SUITABILITY OR AVAILABILITY OF ANY THIRD-PARTY SERVICES PROVIDERS ACCESSIBLE ON THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SYGMA NOR ITS SUBSIDIARIES, AFFILIATES, OR THEIR AGENTS REPRESENT NOR WARRANT THAT THE SERVICES, ITS CONTENTS, OR ANY FEATURES OR INFORMATION FOUND ON THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, WITHOUT DELAY, WITHOUT LOSS OF DATA OR INFORMATION, WITHOUT DEGRADATION OF FILE QUALITY, THAT DEFECTS WILL BE CORRECTED, OR THAT THE TECHNOLOGICAL INFRASTRUCTURE THAT MAKES THE SERVICES AVAILABLE TO YOU IS FREE OF VIRUSES, MALICIOUS CODE OR OTHER TECHNOLOGICALLY HARMFUL COMPONENTS.

10.2. LIMITATION OF LIABILITY. EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL SYGMA OR ITS SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, LICENSORS, LICENSEES OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES RELATING TO YOUR USE OF THE SERVICES, THE PERFORMANCE OF THE SERVICES, INTERACTIONS WITH THIRD-PARTY SERVICES AND BLOCKCHAINS ON THE SERVICES, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, EMOTIONAL DISTRESS, INTELLECTUAL PROPERTY INFRINGEMENT OR LOSS OF DATA, WHETHER CAUSED BY BREACH OF CONTRACT, BREACH OF PRIVACY, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE UNDER ANY LEGAL THEORY, EVEN IF FORESEEABLE AND IF SYGMA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SYGMA WILL ALSO NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, INABILITY TO USE, OR RELIANCE ON THE SERVICES, ITS CONTENT, OR ANY INFORMATION THEREON, EVEN IF YOU WERE ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

THE SERVICES PROVIDE ACCESS TO THIRD-PARTY SERVICES AND CONTENT THAT SYGMA MAY NOT SCREEN OR REVIEW. ACCESS TO, AND USE OF, THE SERVICES, THIRD-PARTY SERVICES AND CONTENT ARE AT DONE SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OF DATA, LOSS OF DIGITAL ASSETS OR OTHER DAMAGES RESULTING THEREFROM.

IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SYGMA, ARISING OUT OF OR RELATING TO THESE TERMS, THE ACCESS TO OR USE OF THE SERVICES, ITS CONTENTS, NFTS, OR OTHER DIGITAL ASSETS ACCESSIBLE ON THE SERVICES EXCEED ONE THOUSAND ($1,000) US DOLLARS. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF WHETHER ANY REMEDY IS PROVIDED FOR IN THE EVENT THESE TERMS FAIL THEIR ESSENTIAL PURPOSE.

11. INDEMNIFICATION

11.1. Indemnity by User.You agree to defend, indemnify and hold Sygma, its directors, officers, employees, agents, contractors, licensors, advertisers, suppliers, partners and affiliates harmless from and against all actual or alleged claims, suits, judgements, litigation costs, expenses (including, without limitation, attorney fees and expenses) losses, obligations, penalties, awards, damages (actual or consequential) or liability for personal injury, fines, penalties, costs, expenses, lost profit, lost revenue, property damage, legal fees, and any and all other damages of whatever kind and nature, whether known or unknown, foreseen or unforeseen, relating to, resulting from, or arising out of: (i) your use of, or inability to use the Services or its contents; (ii) your breach of these Terms; (iii) your misuse of the Services; (iv) your violation of applicable laws or regulations in connection with your access to or use of the Services; (v) the use of Services by any individual using your Digital Wallet (vi) any Content inputted or uploaded to the Services or transmitted through your Digital Wallet; (vii) allegations that your Content infringes on a third-party’s rights (including Intellectual Property Rights); (viii) any dispute that you have with another User or your violation of the rights of a third-party; (ix) a breach of this Agreement by you, including any obligation to comply with applicable law, regulation, rule or sanction. You agree to promptly notify Sygma of any potential claims and further agree that Sygma will have control over the defense or settlement of any such claims that may arise.

12. SECURITY OF THE SERVICES

12.1. Security.Sygma implements appropriate administrative, physical and technical security technologies designed to provide a secure environment and protect the security and confidentiality of Personal Data and Content against any accidental or unauthorized destruction, alteration, access or disclosure. Although measures are taken to protect your Personal Data and Content, the security of any data or information transmitted via the Services cannot be guaranteed. There are many vulnerabilities that may result from the use of the internet, your equipment, and decentralized technologies that prevent us from guaranteeing the security of your Content.

You acknowledge and agree that any transmission of your Content or Personal Data via the Services is done at your own risk. Sygma will not be liable or responsible to you for any breach of the security of the Services unless it is found to be grossly negligent.

13. TERM, TERMINATION AND MODIFICATION OF SERVICES

13.1 Term. The term of this Agreement (“Term”) shall commence on the date these terms are accepted (“Effective Date”) by you and shall continue until either Party terminates the Agreement in accordance with this Section 13.

13.2 Termination and Suspension of Users. Notwithstanding any provision of these Terms, Sygma reserves the right, in its sole discretion, without any notice or liability to you, to: (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of any or all parts of the Services; (c) change, suspend, or discontinue any aspect of the Services; and (d) impose limits on your use of the Services. You agree that in the event that Sygma suspends or terminates your access to the Services, Sygma will not be liable to your or any third-party for such termination or suspension.

13.3 Termination by User. You may terminate this Agreement at any time but may no longer access or use the Services after doing so. Any Content shared to or with the Services may be retained or destroyed in accordance with our Privacy Policy. If you terminate your User Account or otherwise terminate this Agreement, you will not receive any refunds for any Fees paid on the Services. You grant us a license to retain your Content upon the termination of your User Account in order to comply with applicable law.

13.4 Termination for Illegal Activities. Sygma may immediately terminate your right to access or use the Services if you are suspected of engaging in any illegal, fraudulent, or abusive activities. Termination or the restriction of your Digital Wallet will be in addition to any other remedies Sygma may have. Sygma reserves the right to take other measures to prevent you or your Digital Wallet from accessing or using the Services. You acknowledge and agree that Sygma shall have no liability to you for your inability to access or use the Services or to retrieve any Content.

13.5 Modifications to the Services. Sygma strives to continually improve the Services’ offerings. In improving the Services, we may change, modify, replace, add or remove features, content and functionalities. If we make changes to the Services that materially impact your use of the Services, we post a conspicuous notice on the Services.

Sygma may (a) change, suspend or discontinue any aspect of the Services; or (b) terminate your access or licence to any or all parts of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the destruction of your Content. Sygma may also impose limits on certain features and offerings or restrict your access to parts of the Services without notice or liability to you. Your continued use of the Services following notification of any changes to these Terms constitutes acceptance of those changes.

13.5 Effect of Termination. Upon termination of this Agreement in accordance with this Section 13, you will have no further right to access or use the Services and Sygma may immediately restrict you or your Digital Wallet's access to the Services. You acknowledge that you are responsible for exporting any Content you wish to access upon this Agreement terminating and that Sygma shall have no liability to you for your inability to retrieve such Content.

14. ASSUMPTION OF RISK

13.1 Assumption of Risk. You understand and agree that you assume the following risks:

Digital Asset Prices are Volatile.Market prices (in the event of there being a market available) for digital assets are extremely volatile. They are subjective and fluctuate based on various factors. These market prices could materially and adversely affect the value of digital assets you own, including any digital asset purchased, sold or transferred on the Services. There is no guarantee any digital asset you own has or will retain any value. You understand that you may lose money on the purchase of a digital asset and that any currency your purchase may potentially become worthless. You acknowledge Sygma cannot be held liable for such fluctuations or potential losses.
Software-Based Assets Have Associated Risks.Assets that can only be accessed through physical hardware, specialized software, and the internet, have inherent risks. These risks include, but are not limited to: (a) the risk of hardware failure / malfunction: (b) the risk of software relied upon containing bugs, issues or critical vulnerabilities; (c) the risk of your internet connection dropping at any time or being unsecure; (d) the risk of accessing software-based assets containing malicious software or being introduced to malicious software; and (e) the risk of third parties obtaining unauthorized access and control of information, data of any software-based assets stored in your digital wallet, your account or elsewhere. Sygma will not be responsible to you for any of these, however they are caused.
Digital Assets Rely on External Blockchains. Digital assets listed or made accessible on the Services exist on third-party blockchains. Upgrades, modifications, forks, or other changes to the general operations of the blockchains underlying the digital assets may have material or adverse effects on them.
Legal and Regulatory Uncertainty. Laws and regulations governing blockchains, NFTs and other forms of digital assets are uncertain and constantly evolving. New laws, regulations, policies, orders or guidance may have a material or adverse effect on: (i) your ability / eligibility to access the Services; (ii) your digital asset or NFT; or (iii) the blockchain underlying the digital asset or NFT. Changes to laws and regulations in any jurisdiction may affect the utility, usability or value of any digital asset or NFT purchased on the Services. No central bank, regulator or government backs digital assets. Digital assets are not legal tender in most jurisdictions.
Taxes are Your Responsibility. You are solely responsible for determining what taxes (if any) apply to any transaction you perform on the Services. Sygma is not responsible for determining the tax consequences that apply for any transaction you perform on the Services.
Digital Assets and NFTs are Created by Third Parties.NFTs and digital assets made accessible on the Services may contain, display or include content created by third parties (“Third-Party Content”). Sygma does not inspect, monitor, or screen NFTs or digital assets that contain Third-Party Content. You acknowledge that Third-Party Content could include items that: (i) are illegal; (ii) are indecent; (iii) are mislabeled; (iv) are counterfeit; (v) have defects with their underlying software; (vi) contain malicious code; and (vii) are rendered untransferable. Sygma is not responsible for evaluating NFTs or digital assets for their content, accuracy, completeness, validity, legality, intellectual property rights compliance, quality, or compliance with representations made to induce a sale. You accept responsibility for carrying out inspections and researching on your own the validity of representations made for any NFT or digital asset offered for sale on the Services. Sygma will not have any liability or responsibility to you or any third-party for any Third-Party Content.
Use of Public Blockchains.Sygma does not control the blockchains or the associated technologies you may interact with when using the Services. When you engage in transactions on the Services, any purchase, sale or transfer you engage in occurs on the applicable blockchain and not on the Services. NFTs and other digital assets exist and are transferred based on ownership records maintained on the relevant blockchain. The Services do not save, store, send, receive or host the digital assets that may be transacted with. Since public blockchain transactions are generally irreversible, Sygma has no ability and will not attempt to reverse any transactions that occur on a public blockchain.
Reliance on Third-Party Service Providers.The Services rely on third-party software and service providers. These include the digital wallet provider you access the Services through, any blockchains relied upon, and the services of any third-party otherwise in providing the Services. Sygma does not make any promises or guarantees that there will be: (i) continued availability or use of those service providers or (ii) that they will adequately protect, store or make safe any data or information you provide to them. The Services may be adversely affected if there are compatibility or other issues that make these service providers unable to communicate with the Services for an extended period of time.
Content May be Removed from the Services. Sygma does not screen or investigate content created by third parties that may be accessed by you on the Services. Sygma reserves the right to blacklist smart contracts, NFTs and other digital assets that Sygma reasonably believes may violate this Agreement. Any digital assets you may purchase or transfer on the Services may become inaccessible on the Services. Under no circumstances shall your inability to access or view any digital assets purchased or transferred on the Services give rise to any kind of claim against Sygma.
Transactions with Third-Parties. Sygma is not responsible for any transaction that occurs between you and a third-party (as an example your purchase transfer of a digital asset to a third-party on a third-party service or “secondary market”). Sygma shall have no liability to you or a third-party in connection with such transaction. If you have a dispute with any third-party on the Services, you release Sygma from any and all claims or damages arising out of or in any way connected with a dispute.

15. EXPORT CONTROLS

15.1. Export Controls. Sygma does not provide the Services to certain countries outside of the British Virgin Islands. You agree that you will not use or otherwise export or re-export, directly or indirectly the Services, except as authorized by the United States of America or as provided by Sygma. The Services may not be exported or re-exported: (a) into any United States of America embargoed country; (b) into any country or state that has been designated as a “terrorist supporting” country by the government of the United States of America; (c) to anyone on the United States Treasury Department’s Specially Designated Nationals List; (d) to anyone on the United States Treasury Department of Commerce’s Denied Persons List or Entity List; or (e) to any person or entity listed on any government of the United States list of prohibited or restricted parties, or subject to similar restrictions under comparable laws and regulations of other countries. By using the Services, you represent and warrant that you are not located in any such country or included on any such list. If you use the Services in a country not supported by us and in violation of applicable law, you are solely liable for any violations and agree to indemnify us for any claims, damages or losses.

16. NO FINANCIAL ADVICE, NO FIDUCIARY RELATIONSHIP

16.1. No Financial Advice. No communication or information provided to you on the Services is intended as, or shall be considered or construed as: (a) investment advice; (b) financial advice; (c) trading advice; or (d) any other sort of advice. All information provided in connection with your access and use of the Services is for informational purposes only. Due to the non-custodial and decentralized architecture of the Services, Sygma is not an intermediary, agent, advisor, or custodian and does not have any fiduciary relationship with you or obligation towards your regarding your activities when accessing and using the Services. You acknowledge that we do not collect your Personal Data or the Personal Data of other users’ identities beyond what can be derived from public blockchain information. Sygma is not responsible for any actions taken and you should understand the risks associated with the use of the Services before accessing it. You should not take, or refrain from taking, any action based on any information contained on the Services or any related media.

16.2. No Offering of Securities. Sygma does not store, send or receive any digital assets and does not act as a counterparty to any transactions. You retain full control over your digital assets at all times. No part of the Services shall constitute or be considered a solicitation for investment or offering of securities in any jurisdiction. Any actions on the Services using digital assets, including any fraudulent or accidental transactions, may be final and may not be reversed.

17. GENERAL

17.1. No Financial Advice. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of the British Virgin Islands or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.

17.2. Waiver of Jury Trial. Each Party acknowledges and agrees that any Disputes (as defined below) that may arise under this Agreement are likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party to this Agreement acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of any legal action; (b) such Party has considered and understood the implications of this waiver; (c) such Party makes this waiver knowingly and voluntarily; and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and acknowledgments in this Section.

17.3. Waiver of Class Proceedings. You waive any right you may have to commence or participate in any class action against related to any Disputes and, where applicable, you also agree to opt-out of any class proceedings and expressly waive any rights to file a class action or seek relief on a class basis against Sygma or its affiliates. You also waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. Any action or proceeding arising out of or relating to the Services and under these Terms shall be pursued through arbitration based on the procedure described in this Section 16. If arbitration is prohibited under applicable law, then any action or claim shall be instituted in the courts of the Province of Ontario or the Federal Courts of Canada. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.

17.4. Dispute Resolution. All controversies or claims (“Disputes”) arising out of these Terms shall first be negotiated in good faith by non-lawyer representatives from both parties. All Disputes that are not resolved within thirty (30) days of the initial notice to the other Party shall be submitted to final and binding arbitration, with no right of appeal. The place of the arbitration shall be in the province of Ontario, Canada. The language of the arbitration shall be English. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof. The Parties agree that the following disputes are not subject to binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

17.5. Survival. Any terms and conditions of this Agreement which by their nature extend beyond the termination of this Agreement shall survive such termination. This includes, without limitation, Section 6 (Fees), Section 7 (Content), Section 8 (Intellectual Property), Section 10 (Disclaimer, Limitation of Liability), Section 11 (Indemnification), Section 13 (Termination), and relevant provisions of this Section 16 (General).

17.6. Independent Contractors. Nothing in this Agreement will be construed to imply a joint venture, partnership or principal-agent relationship between you and Sygma.

17.7. Force Majeure. Neither Party will be liable to the other Party for any delay or failure to perform (except for any payment obligation) which is due to acts of God, acts of government, war, civil or military unrest, pandemic, virus, epidemic, riots, terrorism, fire, unavailability of communications or electrical power service provided by third-parties, travel advisories as to health, security, flood, lockout, transportation delay, strikes or other labour difficulties, or other causes beyond the Party's reasonable control. However, in such an event, both Parties will resume performance promptly after the cause of such delay or failure has been removed.

17.8. Currency. Unless otherwise specified, all references to amounts of money in this Agreement refer to the United States of America (USD) currency.

17.9. Notices. Notices that Sygma sends to you (other than notice of amendment of this Agreement) may be provided in any of the following ways. First, Sygma may email you at the contact information provided when registering for your User Account or at the contact information provided. Second, Sygma may post the notice on the Services. It is your responsibility to review the Services for notices periodically. You may provide information to Sygma by communicating through the Services or emailing Sygma at the address below.

17.10. No Offering of Securities. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the Parties and their respective successors and permitted assigns. Sygma may assign all or part of its rights or duties under this Agreement. You may not assign this Agreement or its rights or obligations hereunder without Sygma’s prior written consent.

17.11. Severability and Waiver. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision shall not affect the validity or enforceability of this Agreement or any other term or provision in this Agreement. Should any term or provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, the Parties intend that a substitute provision will be added to this Agreement so that, to the greatest extent possible, the substitute provision achieves the intended commercial outcome of the original provision. Any failure of either Party to enforce any rights granted to it hereunder or to take action against the other Party in the event of any breach hereunder will not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

17.12. Entire Agreement. This Agreement constitutes the entire agreement between you and Sygma relating to your access to and use of the Services. The Agreement supersedes all prior agreements, negotiations and representations between the Parties regarding the subject matter of this Agreement.

18. QUESTIONS

If you have any questions regarding these Terms or your use of the Services, please contact us here:support@buildwithsygma.com