These Terms of Use (“Terms”) govern your access and use of the Shadeya Platform and the programmes provided by the Shadeya Platform. (“our,” “we,” “SP” or “SP Trading”). Our Programmes include: (1) the content on our website located at Shadeya Platform (“Website”) or any other websites, pages, features, or content we own or operate (collectively, the “Sites”) or when you use our mobile app; (2) any application program interface (“API”) made available by SP to you as a programme or third-party applications relying on such an API (“SP APIs”); (3) the Platform (defined below) which provides Digital Asset (defined below) trading programmes (“Trading programmes”); (4) staking, through third parties or otherwise, of Digital Assets that you may designate (“Staking programmes”) by SP or entities undertaking Staking programmes on SP’s behalf; and (5) and any other programmes that SP may make available, directly or indirectly, from time to time (collectively, the “programmes”).

 

 

Please read these Terms, Trading Rules and any other terms referenced in this document carefully. The Terms you see below are important because they:

• Outline your legal rights;
• Explain the rights you give to us and our parents, subsidiaries, affiliates, entities under common ownership, or otherwise related parties (“Related Parties”) when you use our programmes;
• Describe the rules you must follow when using our programmes; and
• Contain a class action waiver and an agreement to resolve any disputes that may arise by arbitration.
• Contain a clause that delegates decisions regarding the interpretation and application of the arbitration clause to an arbitrator and not to a court or judge.

You agree that you have read, understand, and accept these Terms by signing up for an Account(s) (defined below) with SP, accessing our Website, or SP APIs (where available). If you do not agree with these Terms, you may not, and are prohibited from, access or use the programmes, Sites, or any other aspect of our business.

We may amend or modify these Terms at any time by posting the revised Terms on the Website and/or providing a copy to you (“Revised Terms”). The Revised Terms shall be effective as of the time they are posted but will not apply retroactively. Your continued use of the programmes after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the programmes and close your Account.

 

 

PLEASE BE AWARE THAT THESE TERMS CONTAIN PROVISIONS REGARDING THE RESOLUTION OF DISPUTES BETWEEN YOU AND SP, INCLUDING AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND SP SHALL BE RESOLVED BY BINDING ARBITRATION. THESE TERMS ALSO CONTAIN A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. PLEASE READ THESE SECTIONS OF THE TERMS CAREFULLY.

 

Buying, selling, and holding cryptocurrencies are activities that are subject to high market risk. The volatile and unpredictable nature of the price of cryptocurrencies may result in a significant loss. SP is not responsible for any loss that you may incur from price fluctuations when you buy, sell, or hold cryptocurrencies. SP does not provide investment, legal, or tax advice in any manner or form. The ownership of any investment decision(s) exclusively vests with you after analyzing all possible risk factors and by exercising your own independent discretion. SP shall not be liable for any consequences thereof. Your use of the programmes is subject to additional terms and conditions, which are incorporated into these Terms:

• Disclosures;
• Privacy Policy and the included Biometric Data Policy; and
• Trading Rules.

  Table Of Contents

  Eligibility
  State License Disclosures	Binding Contract
  Use Of The programmes	Liability
  Account Creation	Data Protection
  Transactions	Intellectual Property
  Trading Risks	Trademarks
  Instructions	Feedback
  Communications; E-Sign Disclosure and Consent	Chat
  Termination, Suspension, or Restriction	General Terms
  Prohibited Use	Complaints
  Prohibited Businesses	Arbitration
  Representations And Warranties	Class Action Waiver
  Covenants	Contact Us

SP Trading is a wholly-owned subsidiary of SP Management and is headquartered in Derby, England. You agree and understand that SP Trading and its Related Parties may have certain actual or potential conflicts of interest related to our decision to support or not support a Digital Asset or increase or decrease the scope of the programmes made available for such Digital Asset.

 

Binding Contract These Terms form a binding contract between you and SP. Please read these Terms carefully. You agree that you have read, understand, and accept these Terms by signing up for an Account(s) with SP, accessing our Website, or SP APIs (where available). If you do not agree with these Terms, you may not access and are prohibited from accessing or using the programmes, Sites, or any other aspect of our business.

 

Eligibility To be eligible to use the programmes, you must satisfy the following:

• You must be an individual, corporation, legal person, entity, or other organization in a location in which SP programmes are available with the full power, authority, and capacity to (1) access and use our programmes and (2) enter into, deliver, and perform your obligations under these Terms. If you are an individual, you must be at least 18 years old.

 

• Eligible Person. Except as otherwise provided for in this agreement, you are an Eligible Person if you are not a resident of a Restricted State or other location in which SP is not authorized to do business and provided you satisfy one of the following criteria:
  • a citizen of the United States of America (“U.S.”) or any other location in which SP is authorized to do business.
  • a U.S/EU resident – meaning (1) a green card holder; or (2) an individual physically present in the U.S/EU for 31 days in the current calendar year and 183 days during the three-year period that includes the current year and the two years immediately before that, counting: (a) all the days present in the U.S/EU in the current year; (b). 1/3 of the days present in the U.S/EU in the first year before the current year; and (c) 1/6 of the days present in the U.S/EU in the second year before the current year; (3) an individual designated a resident for U.S/EU tax purposes; or (4) an individual with a U.S/EU mailing address.
  • a corporation, partnership, or entity organized or existing under the laws of any state, territory, or possession of the U.S., or of any other location at SP’s sole and absolute discretion.
  • a corporation, partnership, or entity organized or existing under the laws of any state, territory, or possession of the U.S., or of any other location at SP’s sole and absolute discretion.
  • an estate or trust of which any executor, administrator, or trustee is an Eligible Person.
  • an agency or branch of a foreign entity located in a location which SP is authorized to do business.
  • a discretionary or non-discretionary account held by a fiduciary for the benefit or account of an Eligible Person.
  • a non-U.S/EU partnership, corporation or an entity owned or controlled by an Eligible Person (ownership of 10% or more by an Eligible Person) and all such non-U.S/EU entities will be subject to enhanced scrutiny by Shadeya Platform’s compliance function;
• Representations And Warranties. You agree that all of your representations and warranties, as set out in these Terms, are at all times true, accurate, and complete.
• Covenants. You agree that you have and will perform all of your covenants, agreements, obligations or undertakings as set out in these Terms.

Use Of The programmes

• Digital Assets Trading Platform. SP operates a platform (“Platform”) that provides you with Trading programmes for digital assets (also known as a ‘cryptocurrency’ or ‘virtual currency’), which is issued, stored, and/or transferred based on the protocol of a computer network known as a blockchain or a public transaction ledger (“Digital Assets”). You may use the Platform to execute the following trades: (1) sale of a Digital Asset for fiat or another Digital Asset, and (2) purchase of a Digital Asset with fiat or another Digital Asset.
• Staking programmes. SP provides the option to contribute and earn rewards by participating in on-chain staking for certain Digital Assets eligible for staking (the “Eligible Tokens”), subject to the terms and conditions of these Terms. You may be eligible to stake Digital Assets in a third-party proof of stake network via the Staking programmes.SP may perform any or all of the Staking programmes described in these Terms directly or through one or more programme provider(s).If you designate Digital Assets for the Staking programmes, SP will stake the designated Digital Assets either (a) by delegating such Digital Assets to a third-party staking programme provider (“Staking programmes Provider”) or Related Party, or (b) by acting as a transaction validator on the applicable network for the Digital Asset being staked. If SP or the Staking programmes Provider successfully validates a block of transactions in a particular Digital Asset, you may earn a reward granted by that Digital Asset’s network.The reward will be determined by the protocols of the applicable network. In order to use the Staking programmes, you must opt-in by selecting the Eligible Tokens to stake from your Account.You retain ownership of the Eligible Tokens and such Eligible Tokens shall remain your property when staked under the terms of this Agreement. Upon opting in a portion or your entire balance of Eligible Tokens, SP shall remit to you the applicable percentage of staking rewards received from the Eligible Token protocol attributable to your staked Eligible Tokens (“Staking Rewards”) as detailed in your Account and the SP website.

  The applicable percentage and timing of such remittances will:

  (i) be determined by SP in its sole and absolute discretion;

  (ii) be subject to SP’s staking fee;

  (iii) vary by the Eligible Token protocol

  (iv) be further detailed in your Account. You agree and understand that neither SP or its Related Parties, nor any Staking programmes Provider guarantees that you will receive Staking Rewards and that the applicable percentage (i) is an estimate only and not guaranteed, (ii) may change at any time in SP’s sole and absolute discretion, and (iii) may be more or less than the actual staking rewards SP or any Staking programmes Provider receives from the Eligible Token protocol. Eligible Assets withdrawn by you from the Staking programmes may be subject to certain bonding and unbonding periods imposed by the protocol for which you have staked your Eligible Tokens (“Unstaking Period”). During the Unstaking Period, you will not continue to earn Rewards and the Eligible Tokens may not be available to you until the Unstaking Period has fully passed. Your funds’ private keys may be held in either hot or cold storage (in a wallet), as determined solely by SP in accordance with its internal security policies and procedures. You should also know that your funds, as well as funds belonging to other customers, may be staked to a proof-of-stake validator node so as to enable our Staking programmes offering, as described in these Terms of programme. While SP and/or the Staking programme Provider employ measures to ensure that the Staking programmes are accessible 24 hours a day and 7 days a week, neither SP nor the Staking programme Provider can guarantee the uninterrupted or error-free operation of the Staking programmes or that SP and/or the Staking programme Provider will correct all defects or prevent third-party disruptions or unauthorized third party access. In the event of such disruptions, any staked Eligible Tokens may not be generating the Staking Rewards. SP will use commercially reasonable efforts to continue to provide Staking programmes, directly, through a Related Party or via a Staking programmes Provider, with respect to any Eligible Assets for which you are using Staking programmes but may elect to terminate Staking programmes for any Eligible Asset at any time. You are not required to stake with SP to maintain an Account(s) or use our programmes.

  You may opt in or opt out of Staking programmes at any time. Some token protocols may subject staked assets to a “slashing” penalty and non-payment of the applicable Staking Rewards if the transaction validator incorrectly validates a transaction.

  SP will use commercially reasonable efforts to prevent any staked assets from slashing; however, in the event they are, unless otherwise provided in this Agreement, SP agrees to compensate you for any slashing penalties to the extent such penalties are not a result of (i) your acts or omissions, (ii) token protocol maintenance, bugs, or errors, (iii) acts by a hacker or other malicious actor, or (iv) Force Majeure Events as defined in the General .

  You acknowledge and agree that (a) the continued ability to provide the Staking programmes is dependent on elements beyond SP’s, any Related Party’s or the Staking programmes Provider’s control, (b) the staking of Eligible Assets or the use of the Staking programmes may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such activities; and (c) the Staking programmes may become subject to regulatory controls that limit, restrict, prohibit or otherwise impose conditions on such Staking programmes.

• Ethereum Staking. In addition to the terms outlined above, the following terms apply when you stake ETH using SP’s Staking programmes.
  • Lockup Period. If you decide to stake ETH, you will not be able to access or use your ETH in any way until the Ethereum blockchain’s transition to Ethereum Proof-of-Stake is complete, and a major network upgrade has taken place. SP does not control the Ethereum blockchain and therefore has no control over the timing or completion of these upgrades, nor will SP be able to unstake your ETH for you until after these upgrades have taken place. The Ethereum blockchain’s transition to Ethereum Proof-of-Stake may be significantly delayed or fail to occur at all. There is no guarantee that other potential setbacks will not take place which could cause your staked ETH to remain staked and therefore inaccessible by you or SP.
  • No Guarantee of Success of Upgrade. There is a risk that the transition to Ethereum Proof-of-Stake will fail or not occur. Due to the complicated technical nature of this transition, there is no guarantee that there will ever be a successful completion date for the transition. If the network upgrade ultimately fails, you may lose all, or a portion of, your staked ETH. SP will not be responsible for any ETH lost due to a network upgrade failure, or the value of any ETH lost while it remains staked.
  • ETH Staking Rewards. Any rewards you accrue from staking ETH will remain locked on the Ethereum blockchain, and cannot be accessed by SP or by you until the network upgrade is complete. Any ETH Rewards reflected in your account during the lockup period are an estimate only and not guaranteed. You agree and understand that neither SP nor its Related Parties, nor any Staking programmes Provider guarantees that you will receive ETH Staking Rewards and that the applicable rewards rate (i) is an estimate only, (ii) may change at any time in SP’s sole and absolute discretion, and (iii) may be more or less than the actual staking rewards SP or any Staking programmes Provider receives from the Eligible Token protocol.
• Other programmes. SP may make available other programmes from time to time, which shall be subject to such terms and conditions as may be established by SP and published on the Sites.
• Product Offerings. SP may make available new products or modify existing products without seeking your consent. Additional terms and conditions may apply to new or modified product offerings.
• Fees. SP’s fees are available for your reference on our Fee Structure By using the programmes, you agree to pay all applicable fees. SP may adjust fees from time to time.
• Third-Party Payment Partners. We may use a third-party payment processor to process any U.S./EU dollar payment between you and SP, including but not limited to withdrawals or deposits to your SP Fiat Wallet or Linked Wallet, as applicable. The name on your linked bank account must match the name verified on your Account(s).

Account Creation

• Setup. Full use of our programmes requires that you create your Account(s) by (1) providing us with information such as your full name, email address (temporary, disposable, self-destructive or similar email addresses are prohibited), current home address and such other information as we may require; (2) selecting a strong password or PIN; and (3) accepting these Terms. SP reserves sole and absolute discretion to accept or reject any application for any reason or for no reason whatsoever, or limit the number of Account(s) that you may hold. Under no circumstances shall any of the Indemnified Persons (defined below) be responsible or liable to you or any other person or entity for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising from our decision to reject your application to open an Account(s).
• Identity Verification. SP is required to, among other things, identify users on our Platform. You agree to provide us with the information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information for at least six years (see below for details).You will need to complete certain verification procedures before you are permitted to use the programmes and your access to one or more Account(s) or the programmes, and the Limits (defined below) that apply to your use of the Account(s) or the programmes may be altered as a result of information collected on an ongoing basis. In addition, as part of our risk management and fraud prevention processes, we may from time to time require you to reconfirm or update some of the information you entered when you took part in our identity verification procedure. The information we request may include certain personal information, including, but not limited to, your name, address, telephone number, email address, date of birth, taxpayer identification number, social security number or government identification number, scans of government-issued identity documents and when applicable bank account information (such as the name of the bank, the account type, routing number, and account number) and in some cases (where permitted by law), special categories of personal data, such as your biometric information. SP will request your consent before collecting any biometric information from you. In addition to providing this information, to facilitate compliance with global industry standards for data retention, you agree to permit us to keep a record of such information for the lifetime of your Account(s) plus six years beyond the termination of your Account(s). You agree to keep us updated if any of the information you provide changes. You authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud, money laundering, terrorist financing, or other financial crime, and to take any action we deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to identity verification, compliance data recordation, credit reference, fraud prevention, or financial crime agencies and that these agencies may respond to our inquiries in full. If there is reasonable doubt that any information provided by you is wrong, untruthful, outdated, or incomplete, SP shall have the right to send you a notice to request corrections, remove relevant information directly and terminate all or part of the programmes provided to you. SP shall also have the right, in its sole and absolute discretion, to terminate, suspend, or restrict your access to any Account(s) or programmes should an issue arise with identity verification, including but not limited to circumstances in which SP has requested additional verification information from you but has not yet received or processed that information. You should also be aware that SP will also use other information about you that we become aware of, such as your geographic location, your IP address, your transaction data, and your user ISP/VPN address. We will store this information in our technical logs, again for six years beyond the termination of your account, and if we determine in our sole discretion that this information is required for our fraud, money laundering or to discharge any other legal obligation we have, we may have, we will make use of this information. In addition, again as part of our fraud prevention program or to discharge any other legal obligation SP may have, we may utilize your behavioural information as you use our programmes, e.g., how often you log in, what is the typical amount that you trade, etc . . . Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or programmes. Furthermore, you shall be solely and fully responsible for any loss or expenses incurred during the use of the programmes if you cannot be reached through the contact information provided.
• Enhanced Due Diligence. We may require you to submit additional information about yourself or your business or institution, provide records or documentation, or have face-to-face meetings with representatives of SP (such process, as “Enhanced Due Diligence”).We reserve the right to charge you for any costs and fees SP incurs associated with such Enhanced Due Diligence. In its sole and absolute discretion, SP shall have the right to suspend or restrict your access to any Account(s) or programmes pending submission of such Enhanced Due Diligence. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or programmes.
• Access. To access your Account(s) or the programmes, you must have the necessary equipment (such as a computer or smartphone) and the associated access to the Internet. Your Account(s) or the programmes can be accessed directly using the Website or by such other mode of access (including but not limited to through the SP APIs) as SP may prescribe from time to time. The use of the Website and other methods may be subject to such additional terms as may be prescribed by SP. You are only permitted to access your Account(s) using your Account(s) log in credentials and other required forms of authentication. We require multi-factor authentication to keep your Account(s) safe and secure. As a result, you may be required to use at least two forms of authentication when accessing your Account(s) and performing certain operations in your Account(s). Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through SMS or a specified and supported 2FA application. If you choose to install and use two-factor authentication (“2FA”) on a device (e.g., phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third-party programme provider in order to help us authenticate you. You must update to the most recent operating system(s) supported by SP or Related Parties on your necessary equipment (such as a computer or smartphone) as soon as such operating system(s) update becomes available. We reserve the right in our sole discretion to limit or suspend the programmes offered to you if you attempt to access your Account(s)or the programmes on an outdated or unsupported operating system(s). As further described under No Warranty, SP does not represent or warrant that your Account(s) or any programmes will be available without interruption. This could result in the inability to buy, sell, or withdraw assets for periods of time and may also lead to support response time delays. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to an interruption in your access to your Account(s) or any programmes.
• Personal Account Usage. You must ensure that Account(s) registered under your name will be used only for yourself, and not on behalf of any third party unless you have obtained prior express written approval from SP. You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information. You must ensure that your home address is current and up-to-date at all times. In the event your home address changes, it is your responsibility to provide SP with your new home address. SP reserves the right to terminate, suspend, or restrict your access to any Account(s) or programmes if there is reasonable suspicion, as determined in SP’s sole and absolute discretion, that the person logged into your Account(s) is not you or if we suspect that the Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or programmes.
• Corporate Account Usage. If you are a corporation, legal person, entity, or other organization for whom SP maintains a corporate account for the provision of programmes (“Corporate Account”), you must ensure that your Corporate Account(s) will not be used by persons that have not completed identity verification (See Identity Verification). You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information. SP reserves the right to terminate, suspend, or restrict your access to any Corporate Account(s) or programmes if there is reasonable suspicion, as determined in SP’s sole and absolute discretion, that the person logged into your Corporate Account(s) is not the natural person authorized to use the Corporate Account or if we suspect that the Corporate Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Corporate Account(s). At SP’s discretion, you may access the segregated account nested under the primary Corporate Account (“Sub-Account”) feature on the Platform. Each natural person associated with a Sub-Account must undergo identity verification (See Identity Verification). Only one natural person may be associated with a particular Sub-Account. You must notify us immediately of any breach of security, loss, theft, or unauthorized use of your username, password, or security information. SP reserves the right to terminate, suspend, or restrict your access to any or all of the programmes, if there is reasonable suspicion, as determined in SP’s sole and absolute discretion, that more than one natural person has access to and/or transacts using the same Sub-Account, or if we suspect that Sub-Account(s) have been or will be used for any illegal, fraudulent, or unauthorized purposes. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Corporate Account(s).
• Safeguarding Your Account. At all times, you shall maintain adequate security and control of all of your Account(s) details, passwords, personal identification numbers, API keys, API secret keys, or any other codes that you use to access your Account(s) or the programmes or to send any instruction, request, or order given to SP in relation to the operation of your Account(s)or to execute any Transaction (defined below), through such medium and in such form and manner as SP may require (“Instruction”) to us.
• Information. SP reserves the right to request, and you agree to provide, any and all information and documents SP deems relevant or necessary in connection with the use of the Platform and/or the programmes. SP shall have the right, in its sole and absolute discretion, to suspend or restrict your access to any Account(s) or programmes pending submission of such information and documents. All information processed by SP, its Related Parties, or other parties from which SP receives data management programmes may be transferred, processed, and stored anywhere in the world, including, but not limited to, the United States. Other countries’ data protection laws may differ from the laws where you live. SP endeavours to protect your information consistent with applicable law. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s) or programmes.
• Account Closure. You may terminate your Account(s) at any time by following the account termination procedures as prescribed by SP from time to time. You will not be charged for terminating your Account(s), although you will be required to pay any outstanding amounts owed to us. You authorize us to cancel or suspend any pending transactions at the time of cancellation.
• Account Termination, Suspension, or Restriction. As detailed below, SP has the right to terminate, suspend, or restrict your access to your Account(s) or programmes, as well as take any other action as we deem necessary, for the reasons detailed below.
• Death of Account Holder. You agree that in the event of your death, the representative(s) of your estate or the survivor or survivors shall give SP written notice thereof as soon as practicable. If SP receives legal documentation or has reason to believe you have died, SP will freeze your account. Your account will be frozen until: (1) a representative of your estate or authorized beneficiary, if located in a non-Restricted State and not otherwise prohibited from doing so, opens a SP Account or, if located in a Restricted State, provides wire transfer or ACH transfer instructions and provides sufficient legal documentation that they are entitled to receive the assets in your Account; or (2) you provide satisfactory notification to SP that you are not deceased. Beneficiaries receiving a wire transfer or ACH transfer will receive the liquidated value of the assets in the Account less any fees and costs associated with transfer.SP’s ability to provide your representative(s) with the assets in your Account is subject to the restrictions imposed by law, regulation, court orders, technical capabilities, best practices, and these Terms. SP’s ability to provide your representative(s) with the assets in your Account may also be impacted by the location of residence of the representative(s) and the ability of the representative to open a SP account to receive your Account assets. SP does not commit to any particular timeline for the transfer of your Account assets.

Transactions

• Transactions. Except to the extent described elsewhere in these Terms of Use, when you sell, purchase, or carry out other transactions in Digital Asset(s), other asset(s), or product(s) as SP may from time-to-time permit to be carried out on the Platform (“Transactions”), you are not Transacting with SP. Rather, SP acts as the agent, transacting on your behalf, to facilitate such Transaction between you and other users. You can purchase Digital Asset(s) using: (1) Digital Asset(s) or fiat currency in your SP Account(s) (through the use of the SP Fiat Wallet or third-party Linked Wallet, as applicable to your SP Account); (2) a valid bank account in the name that matches your Account(s); or (3) a credit or debit card in the name that matches your Account(s) (“Payment Methods”). Using a Payment Method to purchase Digital Asset(s) generally will initiate on the Business Day (defined below) that we receive your Instructions. Digital Asset(s) that you purchase will be deposited into your Account(s) as soon as the funds have settled to SP, which may take up to ten Business Days if the purchase was made via a bank account, credit, or debit card. As further described under No Warranty, SP does not represent or warrant that any Transaction will be completed successfully or within a specific time period. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to the failure of a Transaction or the length of time needed to complete any Transaction.
• Trading Rules. You agree to adhere to and be bound by, the Trading Rules. SP may, from time to time at its sole and absolute discretion, amend, supplement, or replace the Trading Rules, which shall be binding on you if you continue to maintain your Account(s) or use any of the programmes after the effective date of any such amendment, supplement, or replacement of the Trading Rules.
• Market Makers and Related Party Transactions. SP appoints market makers, including Related Parties and market makers that are incorporated or otherwise operating outside of the United States, to promote liquidity and facilitate trading on the Platform and with respect to certain of SP’s other trading products and programmes. SP’s determinations concerning whether and how to onboard such market makers are made entirely at its sole and absolute discretion. You acknowledge and agree that certain programmes, including One-Click Buy/Sell (“OCBS”), Convert, and over-the-counter (“OTC”) trading, are executed against or facilitated by SP, Related Parties, and/or other entities, and that it is anticipated that there are circumstances under which SP will transact on the platform for its own account. You further acknowledge, agree, and accept that (1) such market makers may enter into any Transaction with you as your counterparty; (2) such market makers may also maintain positions in various Digital Assets as part of their market making activities, including positions in Digital Assets that are contrary to your positions; and (3) under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity as a result of the market making activities of the market makers.
• Limits. You may be subject to limits on the value of Transactions, or deposits into or withdrawals out of your Account(s) (together, “Limits”), stated in USD, that you may transact in a given period (e.g. daily). To view the Limits applicable to you, please refer to our Trading Rules We reserve the right to change any applicable Limits from time to time in our sole and absolute discretion. If you wish to increase the Limits applicable to you, you may submit a request to our user support team via our Support page. SP may, in its sole and absolute discretion, increase your Limit, lower your Limit, or maintain your current Limit, in each case subject to any further conditions that we deem necessary.
• Unauthorized Transactions. You are solely responsible for the control and use of your Account(s) and any Instruction sent from your Account(s) is deemed to be authorized and is binding on you. We are not obliged to verify the identity or authority of any person(s) using your Account(s) for the purpose of ensuring that you in fact have made or authorized the Instruction. We shall be at liberty to accept, and rely on, any Instruction sent from your Account(s). We are not obliged to verify the identity or authority of any person(s) using your Account(s) and we shall be at liberty to accept, and rely on, any Instruction sent from your Account(s). Notify us immediately if you notice unauthorized or suspicious activity in your Account(s). Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons’ reliance on any Instruction sent from your Account(s).
• Retention Of Transaction Information. To facilitate compliance with global industry standards for data retention, you agree to permit us (but agree to not require us) to keep a record of all Transaction information for the lifetime of your Account(s) plus six years beyond your Account(s) termination. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Sites and programmes.
• Third Party Applications. You may decide to grant access to your Account or Account credentials to a third party (including, without limitation, third party applications, bots, or browser extensions) (each, a “Third-Party Application”). By doing so, you are granting permission to a Third-Party Application to access or connect to your Account, and you expressly authorize SP to provide information to, or accept information, including Instructions, from, such Third-Party Application. You should carefully consider both the functionality purportedly offered by the Third-Party Application and the developer offering the functionality before authorizing the application to access your Account. Unless otherwise stated, we have no control over Third-Party Applications and assume no responsibility for developers’ actions. If you authorize a Third-Party Application to connect to your Account and take actions on your behalf, you assume all risks associated with the use of that Third Party Application. If you have disputes with any Third-Party Application, you will need to address them directly with such Third-Party Application, or its developer. You acknowledge that we do not endorse or recommend any Third-Party Application for your use or that of any other user. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity, arising out of or related to any act or omission of any Third-Party Application or related third party (including, without limitation, developers or other users of such Third-Party Application) using your Account credentials.
• Reversals & Cancellations. You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful, if your payment method has insufficient funds, or if you reverse a payment made from funds in your bank account, you authorize SP, in its sole discretion, either to cancel the transaction or to debit your other payment methods in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance in order to avoid overdraft, non-sufficient funds (“NSF”), or similar fees charged by your payment provider. We reserve the right to refuse to process, or to cancel or reverse, any Transaction or Transfers in our sole discretion, even after funds have been debited from your account(s), if we suspect the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if we reasonably suspect that the transaction is erroneous; or if SP suspects the transaction relates to a Prohibited Use or a Prohibited Business as set forth below. In such instances, SP will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order at the same price or on the same terms as the cancelled transaction.
• Erroneous Deposits. Should you receive assets into your Account(s) that were deposited in error by SP or any third party (including but not limited to another customer of SP), you hereby authorize SP, in its sole discretion, to withdraw these assets from your Account(s). If you receive erroneous deposits into your Account(s) and withdraw those assets before SP does so, SP reserves the right to demand the return of these assets, and should you refuse to do so, to liquidate assets in your Account(s) without notice. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction taken as a result of an erroneous deposit of assets into your Account(s).
• Transfers of Unsupported Assets. You cannot deposit digital assets in your Account(s) unless those digital assets are supported on the SP platform. A list of digital assets supported by SP’s platform is published on its site. Should you attempt to deposit unsupported digital assets in your Account(s), SP has no responsibility to recover these assets or to attempt to do so. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction taken as a result of your attempt to deposit unsupported assets into your Account(s).

Trading Risks

• Forks. It is possible that planned, unplanned, sudden, scheduled, expected, unexpected, publicized, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Digital Assets may occur from time to time in such a way as to result in the creation of one or more related versions of an existing Digital Asset (each instance of any such change, a “Fork”). Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset (each a “Dominant Digital Asset”) and the partial or total abandonment or loss of value of any other versions of such Digital Asset (each a “Non-Dominant Digital Asset”). We are under no obligation to support a Fork of a Digital Asset that you hold in your Account(s), whether or not any resulting version of such Forked Digital Asset is a Dominant Digital Asset or a Non-Dominant Digital Asset. If we elect, at our sole and absolute discretion, to support a Fork of a Digital Asset, we will make a public announcement through the Website. Under no circumstances shall any of the Indemnified Persons (defined below) be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons’ (1) decision to support such Fork or the timing of implementation of such support, or (2) decision to not support a Fork of any given Digital Asset, including the determination to support, continue to support, or cease to support any Dominant Digital Asset or Non-Dominant Digital Asset.
• Airdrops. We shall have sole and absolute discretion to decide whether or not to support any distributions, dividends, or “airdrops”of Digital Assets to Account(s) operated by us (collectively, “Airdrops”), regardless of whether or not you would have received such Airdrops if you held your Digital Assets outside of the Account(s) operated by us. We have no obligation to distribute and/or support any Airdrop and shall bear no liability to you or any other persons for failing to do so.
• Disclosure. YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING RISKS, IN ADDITION TO RISKS PUBLISHED BY SP THROUGH ONE OR MORE RISK DISCLOSURES ON ITS WEBSITE, RELATING TO THE USE OF THE PLATFORM AND THE programmes:
  • the risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
  • the price and liquidity of Digital Assets has been subject to large fluctuations in the past and may be subject to large fluctuations in the future;
  • Digital Assets are not legal tender, are not backed by any government, and accounts and value balances are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation;
  • in your jurisdiction, SP may not be regulated as a financial institution;
  • executive orders, judicial interpretations of statutes and regulations, legislative and regulatory changes or actions at the state, federal, territorial, or international level may adversely affect the use, transfer, exchange, taxing, and value of Digital Assets;
  • Digital Asset blockchains may Fork, and we may not support the Forked Digital Asset promptly or at all;
  • Transactions (defined below) in Digital Assets may be irreversible, and accordingly, losses due to fraudulent or accidental Transactions may not be recoverable;
  • some transactions in Digital Assets shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you or any other user initiates or completes the Transactions on the Platform;
  • the value of Digital Assets may be derived from or influenced by the continued willingness of market participants to exchange fiat currencies for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear;
  • the nature of Digital Assets may lead to an increased risk of fraud or cyberattack;
  • the nature of Digital Assets means that technological difficulties experienced by SP may prevent access to, or use of, your Digital Assets;
  • the volatility and unpredictability of the price of Digital Assets relative to fiat currency may result in significant loss over a short period of time;
  • there is no assurance that a person who accepts a Digital Asset as payment today will continue to do so in the future;
  • any bond or trust account maintained by SP for the benefit of its customers may not be sufficient to cover all losses incurred by customers;
  • SP may experience sophisticated cyberattacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the programmes;
  • SP having Digital Assets on deposit or with any third-party, including Related Parties, in a custodial relationship has attendant risks, which include security breaches, risk of contractual breach, and risk of loss; and
  • Digital Assets blockchains may become congested or become nonoperational because of attacks, bugs, hard forks, or other unforeseeable reasons.

SP does not provide any financial, investment, business, accounting, tax, legal, or other advice to you. SP is not holding any fiat monies and/or Digital Assets as your trustee, and is not acting as your broker, futures commission merchant, intermediary, agent, trustee, advisor or in any fiduciary capacity. All Transactions are executed automatically, based on your Instructions (defined below), and you are solely responsible for determining whether any investment, investment strategy, or Transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. While SP has implemented policies and procedures designed to effect compliance with relevant laws and regulations, there can be no assurance that SP and its employees will not fail to comply with new laws and regulations or with interpretations of existing laws and regulations, or that its policies and procedures for listing digital assets on its platform will always be in line with such laws and regulations.

• Digital Asset Delisting. From time to time and in our sole and absolute discretion, we may remove one or more Digital Assets from the Platform such that you will no longer be able to access such Digital Assets as part of the Trading programmes and will be no longer able to maintain balances in such Digital Assets or make any deposits or withdrawal thereof, in each case with immediate effect for any reason or no reason whatsoever, including, without limitation, where we are required to do so by any applicable law or regulation (including, without limitation, any U.S/EU federal or state securities laws), or any court or authority to which we are subject in any jurisdictions. You hereby acknowledge and consent to that our ability to take such delisting actions, including, without limitations, to cancel your outstanding Instructions for delisted Digital Assets and require you to remove delisted Digital Assets within a reasonable period of time, beyond which you will no longer be able to access the delisted Digital Assets. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction in accordance with these Terms.

Instructions

• Your Instructions. You are solely responsible for accurately entering any Instruction. SP is not obliged to verify the accuracy or completeness of any such information or Instruction, for monitoring, or refusing to process duplicate Instructions. Your Instructions are irrevocable, unconditional, and are binding on you, and such Instructions may be acted or relied upon by us irrespective of any other circumstances. As such, once you give any Instruction, you have no right to rescind or withdraw such Instruction without our written consent. Your Instruction shall not be considered to be received by SP until it has been received by SP’s server. Additionally, SP’s records of all Instructions shall be conclusive and binding on you for all purposes.
• Your Identity Or Authority. SP has no obligation to verify the identity or authority of any person giving any Instruction and the authenticity of such Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, arising from any of the Indemnified Persons relying or acting upon any Instruction which is given or purported to be given by you, regardless of the circumstances prevailing at the time of such Instruction, the nature of the arrangement, programmes, or transaction made pursuant to such Instruction or the amount of money involved and notwithstanding any error, misunderstanding, fraud, forgery, lack of clarity, or authorization in the terms of such Instruction.
• Our Discretion. You acknowledge and agree that SP may, in its sole and absolute discretion, refuse to act upon or defer acting upon any Instruction or seek further information with respect to the Instruction. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity, arising from or in connection with any of the Indemnified Persons’ refusal or delay in acting upon any Instruction.
• Notification Of Instructions. SP may transmit, via electronic communication, a notification to you upon receipt of any deposit or withdrawal Instruction from you, or upon completion of such Instruction. All notifications are deemed received by you immediately upon such notification’s transmission. You must ensure that the details in any such notification are in accordance with your Instruction. You must contact us if you do not receive completion notifications.
• Credit/Debit Authorization. You authorize SP to credit or debit (or provide settlement information to third parties for the purposes of the third-party crediting or debiting) your Digital Assets and/or fiat monies from your Account(s) in accordance with your Instruction. We reserve the right not to effect any Transaction if you have insufficient fiat monies or Digital Assets in your Account(s) (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction).

Communications; E-Sign Disclosure and Consent

• Account Communication. You agree and understand that all communication with you (collectively, “Communications”) will be via email or another electronic method that SP may prescribe from time to time. We will use the email address on record for your Account(s) as our primary means of communicating with you. Communications include (i) these Terms; (ii) any policies published by SP with respect to use of the programmes; (iii) account details, history, transaction receipts, confirmations, and any other Account or Transaction information; (iv) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and (v) responses to claims or customer support inquiries filed in connection with your Account. We will provide these Communications to you by posting these Terms and any policies published by SP regarding SP’s programmes on the Website, and SP may also email these Communications to you at the primary email address listed on your Account profile, communicating with you via Chat (discussed further below) and/or through other electronic communication such as text message or mobile push notification. To ensure that you receive all of our Communications, you agree to keep your email address up-to-date and immediately notify us if there are any changes. Delivery of any Communication to the email address on record shall be considered valid and binding for all purposes. If any email communication is returned as undeliverable, we retain the right to block your Account(s) and access to the programmes until you provide and confirm a new and valid email address.
• Hardware and Software Requirements. In order to access and retain electronic Communications, you will need the following computer hardware and software.You represent and warrant that you have all of the following:
  • A device with an Internet connection;
  • A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
  • A valid email address (your primary email address on file with SP); and
  • Sufficient storage space to save past Communications or an installed printer to print them.

We reserve the right to require you to update your Internet browser for security purposes.

• How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically by contacting us at https://support.Shadeya Platform/hc/en-us/requests/new. If you fail to provide or if you withdraw your consent to receive Communications electronically, SP reserves the right to immediately close your account or charge you additional fees for paper copies.
• Updating Your Information. It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if SP sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, or blocked or sent to spam by your programme provider, or you are otherwise unable to receive electronic Communications, SP will be deemed to have provided the Communication to you. You may update your information by submitting a ticket to us at: support@shadeyaplatform.world
• Account History. Information on your past Transaction(s) (“Transaction History”) will be made available on the Platform. Your Transaction History contains all of your trading activity on the Platform. We will use commercially reasonable efforts to ensure that the information contained in the notices we send you on your Transaction History is reasonably accurate and reliable.
• Account Review And Acknowledgment. It is your sole responsibility to review your Transaction History and any notices or Communications sent by us. If for any reason you are unable to do so, or you do not receive our notices or Communications, it is your responsibility to notify us immediately.

Termination, Suspension, or Restriction In our sole and absolute discretion, we may: (1) refuse to complete, block, cancel, or reverse any Transaction you have authorized or instructed; (2) terminate, suspend, or restrict your access to any or all of the programmes; (3) terminate, suspend, or restrict your access to any or all of your Account(s); and/or (4) refuse to transmit information or Instructions to third parties (including but not limited to third-party wallet operators), in each case with immediate effect for any reason or no reason whatsoever, including, without limitation, where:

• ​​we are required to do so by applicable law or regulation, or any court or legal authority to which we are subject in any jurisdiction;
• we have determined you are not, or are no longer, eligible to use the programmes;
• we have determined or suspect that you have breached these Terms (including any other documents, materials or information incorporated by reference herein) or the Trading Rules;
• we have determined or suspect that any Transaction is unauthorized, erroneous, fraudulent, or unlawful or we have determined or suspect that your Account(s) or the programmes are being used in a fraudulent, unauthorized, or unlawful manner;
• we have determined or suspect there is any occurrence of money laundering, terrorist financing, fraud, or any other crime;
• use of your Account(s) is subject to any pending or ongoing litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Account(s) activity;
• you owe amounts to SP that are not satisfied, whether due to a returned deposit, chargeback, or any other basis;
• an issue has arisen with the verification of your identity; and
• you have taken any action that may circumvent our controls, such as opening multiple Accounts without our written consent or abusing promotions which we may offer from time to time.

In the event, your Account is terminated, suspended or otherwise restricted SP reserves the right to take any action it deems necessary to remediate the issue in a timely manner or as otherwise may be required under applicable law. In the event an asset has a current market value of less than the Minimum Order Size, SP reserves the right to transfer any asset to US dollar equivalent at the market spot price. In the event that your account is terminated, SP’s ability to provide you with the assets in your account is subject to the restrictions imposed by law, regulation, court orders, technical capabilities, best practices, and these Terms. SP does not commit to any timeline or method for the transfer of such assets. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages, or costs suffered by you or any other person or entity due to any such termination, suspension, or restriction of access to any Account(s), or any other action taken by any of the Indemnified Persons in connection with your ineligibility to use the programmes. Prohibited Use You may not use your SP Account to engage in the following categories of activity (“Prohibited Use”). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of SP programmes or the SP Platform involves a Prohibited Use or have questions about how these requirements apply to you, please submit a support request at: support@shadeyaplatform.world By opening an SP Account, you represent and warrant that you will not use your SP Account, any SP programmes and/or the SP Platform to do any of the following:

• Unlawful Activity: Activity which would violate, or cause a violation of, economic or financial sanctions, trade embargoes, and restrictions imposed, administered or enforced from time to time by governmental authorities, including, without limitation, the U.S/EU Department of the Treasury’s Office of Foreign Assets Control, the U.S/EU Department of State, the U.S/EU Department of Commerce, and any other governmental authorities with jurisdiction over you or SP (collectively, “Sanctions”); and activity which would violate, or assist in violation of, laws, statutes, ordinances, or regulations regarding the publishing, distribution or dissemination of any unlawful material or information.
• Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Website that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Website, other SP Accounts, computer systems or networks connected to the Website, through password mining or any other means; use SP Account information of another party to access or use the Website, except in the case of specific merchants and/or applications which are specifically authorized by a user to access such user’s SP Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express written permission of SP.
• Abuse Other Users: Interfere with another individual’s or entity’s access to or use of any SP programmes; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest or otherwise collect information from the Website about others, including without limitation email addresses, without proper consent.
• Fraud: Activity which operates to defraud SP, SP users, or any other person; provide any false, inaccurate, or misleading information to SP.
• Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
• Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of SP intellectual property, name, or logo, including use of SP trade or programme marks, without express consent from SP or in a manner that otherwise harms SP or the SP brands; any action that implies an untrue endorsement by or affiliation with SP.

Prohibited Businesses In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from being carried out using SP programmes or the SP Platform (“Prohibited Businesses”). Most Prohibited Businesses categories are imposed by card network rules or the requirements of our banking providers or processors. The specific types of businesses listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of SP programmes or the SP Platform involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at: support@shadeyaplatform.world By opening a SP Account, you represent and warrant that you will not use SP programmes or the SP Platform in connection with any of the following businesses, activities, practices, or items:

• Investment and Credit programmes: securities brokers; mortgage consulting or debt reduction programmes; credit counseling or repair; real estate opportunities; investment schemes;
• Restricted Financial programmes: check cashing, bail bonds; collections agencies;
• Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder;
• Counterfeit or Unauthorized Goods: unauthorized sale or resale of brand name or designer products or programmes; sale of goods or programmes that are illegally imported or exported or which are stolen;
• Regulated Products and programmes: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical programmes; age restricted goods or programmes; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials;
• Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporizers, and hookahs;
• Pseudo-Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body;
• Substances designed to mimic illegal drugs: sale of a legal substance that provides the same effect as an illegal drug (e.g. salvia, kratom);
• Adult Content and programmes: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related programmes such as prostitution, escorts, pay-per view, adult live chat features;
• Multi-level Marketing: pyramid schemes, network marketing, and referral marketing programs;
• Unfair, predatory or deceptive practices: investment opportunities or other programmes that promise high rewards; sale or resale of a programme without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and
• High-risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies.

You acknowledge and agree that SP’s decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your Account(s) or the programmes, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you. You are liable to SP for any damages, costs, and fees incurred by SP as a result of your breach of the foregoing representations and warranties. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction taken as a result of your breach of any of the foregoing representations and warranties. Notice to All Customers Regarding the Unlawful Internet Gambling Enforcement Act of 2006 (Regulation GG) The Unlawful Internet Gambling Act (“UIGEA”) of 2006 prohibits Shadeya Platform from processing restricted transactions. Restricted transactions are transactions in which a person accepts credit, funds, instruments or other proceeds from another person in connection with unlawful internet gambling. The UIGEA, signed into law in 2006, prohibits any person engaged in the business of betting or wagering (as defined in the Act) from knowingly accepting payments in connection with the participation of another person in unlawful internet gambling. The United States Department of Treasury and the Federal Reserve Board have issued a joint final rule, Regulation GG, to implement this Act. As defined in Regulation GG, unlawful internet gambling means to “place, receive or otherwise knowingly transmit a bet or wager is unlawful under any applicable Federal or State law in the State or Tribal lands in which the bet or wager is initiated, received or otherwise made.” ACH Returns and Chargebacks. In using your Account(s), should you initiate an ACH transaction using fiat currency from a personal bank account, whether to acquire digital assets or for any other reason, you are responsible for ensuring that SP is reimbursed for any amounts credited to your Account(s). Incurring a returned ACH transaction or chargeback is a violation of these Terms, and upon such occurrence you are solely responsible for reimbursing SP for the full amount of the ACH return or chargeback. Any ACH return or chargeback resulting from the use of your Account(s) or programmes may result in an immediate suspension and/or restriction of your Accounts(s) and programmes. To reactivate suspended and/or restricted Account(s) and programmes, you must reimburse SP for the full value of the ACH or chargeback. You are liable for any credited amounts in such event, and you authorize and grant SP the right to deduct all such amounts, as well as any costs and fees incurred as a result of the ACH return or chargeback, directly from any assets in your Account(s) without notice. Should the assets in your Account(s) be insufficient to reimburse SP for the full amount of the ACH return or chargeback, you are responsible for reimbursing SP any balance. Should you refuse to do so, your Account(s) will be terminated and SP can and will pursue recovery of the balance through legal means and consistent with these Terms. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs suffered by you or any other person or entity, due to any of the Indemnified Persons’ action or inaction taken as a result of an ACH return or chargeback. Representations And Warranties You hereby represent and warrant to SP, at all times, the following:

• Accuracy. All documents and information you provide to SP are true, accurate, complete, and up-to-date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to utilize the programmes.
• Authority. You have full power, authority, and capacity to (1) access and use the Platform and/or the programmes; and (2) enter into and deliver, and perform your obligations under, these Terms and any agreement entered into pursuant to, or in connection with, these Terms.
• Authorization. All consents, permissions, authorizations, approvals and agreements of third parties and all authorizations, approvals, permissions, consents, registrations, declarations, filings with any regulatory authority, governmental department, commission, agency or other organization having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform and/or the programmes and (2) enter into and deliver, and perform the transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended.
• Binding Contract. These Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms.
• Incorporation. If you are an entity, you are duly incorporated, duly organized, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old.
• No Breach. Your access and use of the Platform and/or the programmes, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:
  • if you are an entity, result in a breach of or conflict with any provision of your constitution (or equivalent constitutive documents);
  • result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; and
  • result in a breach of any applicable laws, rules or regulations or of any order, decree or judgment of any court, any award of any arbitrator or those of any governmental or regulatory authority in any jurisdiction.

Covenants You covenant and agree that you shall not:

• Breach. Breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms.
• Defame. Act in a manner that is defamatory, trade libelous, threatening, or harassing.
• Engage In Fraudulent Activity. Engage in potentially fraudulent or suspicious activity and/or transactions. You must cooperate in any investigation or provide confirmation of your identity or the accuracy of any information you provide to us.
• Engage In Harmful Conduct. (1) Receive, or attempt to receive, funds from both SP and another user for the same transaction during the course of a dispute; (2) conduct your business or use the programmes in a manner that results in, or may result in, complaints, disputes, claims, reversals, ACH returns, chargebacks, fees, fines, penalties, or other liability to SP, other users, third parties, or yourself; and (3) allow your Account(s) to have a negative balance.
• Incur ACH Returns or Chargebacks. Incur any ACH return or chargeback in connection with an ACH transaction between your personal bank account linked to your Account(s).
• Mislead. Provide false, inaccurate or misleading information in connection with your use of the programmes, in communications with SP, or otherwise connected with these Terms.
• Introduce Harmful Code. Facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information. You must not: (1) use an anonymizing proxy; (2) use any robot, spider, other automatic device, or manual process to monitor or copy our Website without our prior written permission; (3) use any temporary, disposable, self-destructive, or similar email address when opening an Account(s) and/or using the programmes; (4) use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Sites or the programmes; (5) take any action that may cause us to lose any of the programmes from our Internet programme providers, or other suppliers; and (6) take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
• Violate Laws Or Rights. Violate, or attempt to violate, (1) any law, statute, or ordinance; (2) SP’s or any third-party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.

Liability

• Indemnification. You will indemnify and hold harmless SP, Related Parties and programme providers, including the Staking programmes Provider, and each of their respective officers, directors, employees, affiliates, agents, licensors, and contractors (“Indemnified Persons”) from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all liabilities, damages (actual and consequential), losses, costs, and expenses, including without limitation reasonable attorneys’ fees, arising out of or in any way connected with (1) your access to or use of the programmes; (2) your breach or alleged breach of these Terms or your violation of any other provision of these Terms, including any terms and conditions incorporated by reference herein; (3) your violation of any law, rule, or regulation; and/or (4) your violation of the rights of any third-party. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
• Limitations Of Liability. IN NO EVENT SHALL ANY OF THE INDEMNIFIED PERSONS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OF BUSINESS, PROFITS OR OPPORTUNITIES, LOSS OF REPUTATION OR GOODWILL OR ANY SPECIAL, PUNITIVE, AGGRAVATED, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH OUR SITES, THE PLATFORM, YOUR ACCOUNT(S), THE programmes, THESE TERMS, THE TRADING RULES, THE DISCLOSURES, THE PRIVACY POLICY, AND/OR ANY AGREEMENT ENTERED INTO PURSUANT TO, OR IN CONNECTION WITH, THESE TERMS OR OTHERWISE. OUR LIABILITY, AND THE LIABILITY OF THE INDEMNIFIED PERSONS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF LOSS OR DAMAGE WHICH IS CAUSED DIRECTLY AND IS REASONABLY FORESEEABLE BY OUR BREACH OF THESE TERMS AND SHALL IN NO EVENT EXCEED $10,000. SUCH SUM SHALL BE PAID AS LIQUIDATED DAMAGES BY US TO YOU IN FULL AND FINAL SETTLEMENT AND SATISFACTION OF OUR ENTIRE LIABILITY AND THE INDEMNIFIED PERSONS’ ENTIRE LIABILITY FOR ANY LOSS OR DAMAGE WHICH IS CAUSED DIRECTLY AND IS REASONABLY FORESEEABLE BY OUR BREACH OF THESE TERMS. YOU ACKNOWLEDGE AND ACCEPT THAT DAMAGES ARE AN ADEQUATE REMEDY AND THAT YOU SHALL NOT BE ENTITLED TO ANY OTHER CLAIMS OR REMEDIES AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO, ANY CLAIM IN REM, INJUNCTION, AND/OR SPECIFIC PERFORMANCE.
• No Warranty. THE programmes ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: SPECIFICALLY, WE DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITES, THE PLATFORM, ANY OF YOUR ACCOUNT(S), THE programmes, OR ANY OF THE MATERIALS CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. WE WILL MAKE REASONABLE EFFORTS TO ENSURE THAT TRANSACTIONS ON THE PLATFORM ARE PROCESSED IN A TIMELY MANNER, BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING WHICH IS DEPENDENT UPON MANY FACTORS OUTSIDE OF OUR CONTROL.
• Security. Our programmes support logins 2FA, which is known to reduce the risk of unauthorized use of or access to the programmes. We will neither ask for you 2FA codes nor will our user support ask to screen share or otherwise seek access to your devices of Account(s). Always log into your Account(s) through the Sites to review any Transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. SP is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email programmes are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times. Additionally, you are responsible for securing any device through which you access your SP Account. SP is not liable for any losses that result from a failure to secure your device.
• No Liability For Breach. We are not liable for any breach of these Terms or any agreement entered into pursuant to, or in connection with, these Terms where the breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to any action or inaction which is necessary or desirable in order to comply with any laws, rules, or regulations.

Data Protection You acknowledge and agree that we may process personal data, including sensitive and biometric data in relation to you. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Sites and programmes. Intellectual Property Unless otherwise indicated in these Terms, all copyright and other intellectual property rights in all information, data, text, code, images, links, sounds, graphics, videos, and other materials contained on our Sites or such other mode of access (including through the SP APIs) or provided in connection with the programmes, including, without limitation, our logo and all designs, information, data, text, code, images, links, sounds, graphics, videos, other materials, and the selection and arrangement thereof (collectively, “Materials”) are SP’s, its licensors, or suppliers’ property and are protected by U.S/EU and international copyright laws and other intellectual property rights laws. We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Materials for your non-commercial personal or internal business uses. Such license is subject to these Terms and does not permit (1) the resale of the Materials; (2) the distribution, public performance, or public display of any Materials; (3) the modification or derivative uses of the Materials; and (4) the use of the Materials other than for their intended purposes. The license granted under herein automatically terminates if we suspend or terminate your access to the programmes. Trademarks The Trademarks, programme marks, and logos (“Trademarks”) used and displayed on or through the Sites or the programmes are registered and unregistered Trademarks of the relevant mark owners of SP and our licensors. Nothing on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use, copy, or imitate, in whole or in part, any Trademark displayed on the Sites, without our written permission or that of other Trademark owners. We prohibit the use of the Trademarks, any entity name, trade name, company name of ours or any other Trademark owned by us as a “hot” link to any website unless establishment of such a link is approved in advance by us in writing. Feedback

• User Materials. If you provide any reviews, posts, information, data, and comments on the Sites (through our “Contact Us” pages or otherwise), via our programmes, or to us (“User Material”), you hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, royalty-free, sub-licensable, transferable license to take all acts comprised in the intellectual property rights in respect of such User Material, including without limitation the rights to use, exercise, reproduce, display, modify, communicate, adapt, perform, distribute, or develop the same in all forms of media whether now known or in the future invented, for the purposes of operating the Website and for our business purposes (including where permitted by law, data analytics). You represent and warrant that you own or have the necessary rights, consents, and permissions to grant the foregoing rights to us, and that your User Materials are your own original works and creations and/or in any case do not and will not infringe the intellectual property or other rights of any third-party. You agree and acknowledge that: (1) we are not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Sites, and (2) use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same. Any feedback and suggestions submitted to us via the Website or through the programmes shall be deemed and remain our property, and we shall be free to use and disclose, for any purpose, any ideas, concepts, know-how or techniques contained in such information. We shall not be subject to any obligations of confidentiality or privacy regarding such submitted information except as agreed by the relevant SP group entity having the direct customer relationship or as otherwise specifically agreed or required by law.
• Removal Of Content. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Sites (including any User Material) which in our sole opinion is unlawful, violates these Terms, or could subject us or any of our affiliates, directors, employees, officers, or third-party programme providers to liability. We shall have the right to take any enforcement actions as we deem appropriate at our sole discretion, including but not limited to giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your Account(s) (if any), or suspending your access to the Sites. We shall also have the right to restrict, refuse, or ban you from any and all future use of any other product, programme, and/or facility provided or offered by us.

General Terms

• Sites’ Accuracy. Although we intend to provide accurate and timely information on the Sites, the Sites may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, agreements, products, and programmes. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Sites are your sole responsibility and we shall have no liability for any such decisions. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or programmes contained in any third-party websites accessible or linked from the Sites.
• Export Controls And Sanctions. Your use of the programmes and Sites is subject to applicable requirements under export control laws and Sanctions. By trading Digital Assets on the Platform or accessing the programmes, you agree that you will fully comply with any and all such requirements. You represent and warrant to us that you, and if applicable, any of your directors, officers, and employees are not any person: (1) that is the subject or target of any Sanctions; (2) named in any Sanctions-related list maintained by the U.S/EU Department of State, the U.S/EU Department of Commerce, or the U.S/EU Department of the Treasury, including the Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List, or any similar list maintained by any other relevant governmental authority; (3) located, organized, or resident in a country, territory or geographical region which is itself the subject or target of any territory-wide Sanctions (currently including, without limitation, the Crimea, Donetsk, and Luhansk regions of Ukraine, Cuba, Iran, North Korea, and Syria); and (4) any person owned or controlled by any such person or persons described in the foregoing clauses (1)-(3) (any such person described in the foregoing clauses (1)-(4) a “Sanctioned Person”). You are not permitted to transact in Digital Assets or use any of the programmes if: (1) we are prohibited from providing programmes to you under any applicable laws and regulations, including but not limited to applicable Sanctions; or (2) you intend to transact or deal with any Sanctioned Person, or otherwise transact or deal with any person in violation of Sanctions or in any manner that would cause any person, including SP, to be in violation of applicable Sanctions. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identified each person who opens an account. What this means to you: When you open an account, we will ask for your name, address, date of birth for individuals, and any other information that will allow us to identify you. In certain situations, we may also ask to see a form of identification with your photograph. For entities we may ask to see formative documents, and for private investment vehicles and trusts we may ask to see evidence of source of funds and beneficial ownership or other identifying documents., and/or replace these Terms and any terms and conditions incorporated by reference, now or in the future, by posting on the Website or emailing to you the revised terms and conditions, and the revised terms and conditions shall be effective at such time. If you do not agree with any such amendment, supplement, or replacement of such terms and conditions, your sole and exclusive remedy is to terminate your use of the programmes and close your Account(s).
• Relationship Of The Parties. You acknowledge and agree that: (1) SP is not holding any fiat monies and/or Digital Assets as your trustee, and is not acting as your broker, futures commission merchant, intermediary, agent, trustee, advisor or in any fiduciary capacity; and (2) no communication or information provided to you by us shall be considered or construed as any form of advice.
• Privacy Of Others. If you receive information about another user through the Platform or from utilizing our programmes, you must keep the information confidential and only use it in connection with the programmes and always in accordance with applicable laws and regulations. You must not disclose or distribute any user information to a third-party, or use the information in any manner except as reasonably necessary to effect a Transaction.
• Email Security. You shall keep the email account associated with your Account(s) (“Email Account”) secure against any attacks and unauthorized access. You are required to notify SP immediately if you have knowledge or have reason for suspecting that the security of your Email Account has been compromised or if there has been any unauthorized use of your Email Account. Under no circumstances shall any of the Indemnified Persons be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities), damages or costs suffered by you or any person by reason of or arising from or as a consequence of any access (whether authorized or not) to your Email Account by any person, any breach of security of your Email Account, or any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account.
• Security Breach. If you suspect that your Account(s) or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and/or SP (together a “Security Breach”), you must immediately lock your Account(s) via the disable account function on the Website or via any other method as may be prescribed by SP from time to time, contact our user support via our Support page, and continue to provide accurate and up to date information throughout the duration of the Security Breach. You must take any steps that we may reasonably require to reduce, manage, or report any Security Breach. Failure to provide prompt notification of any Security Breach may be considered in our determination of the appropriate resolution of the matter.
• Contact Information. You are responsible for keeping your email address, address and any other contact information up to date in your Account(s) in order to receive any notices or alerts that we may send you (including notices or alerts of an actual or suspected Security Breach).
• Taxes. It is your responsibility to determine what U.S/EU tax filing obligations may apply to you. SP is not responsible for your overall tax filing obligations and recommends you work with a tax advisor to determine any tax obligations you may have. However, SP may withhold taxes and issue year-end tax reporting on your income from trading, rewards earned and staking.
• Unclaimed Property. If we hold your assets, and we are unable to contact you and have no record of your use of the programmes for several years, applicable laws and regulations may require us to report our holdings of such fiat monies or Digital Assets as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such fiat monies or Digital Assets to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges in respect of such unclaimed monies or Digital Assets, as permitted by applicable laws and regulations.
• Entire Agreement. These Terms (including any documents, materials, or information incorporated by reference herein) set forth the entire understanding between you and SP with respect to the programmes.
• Clause Headings. Clause headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
• Transfer. These Terms (including any documents, materials, or information incorporated by reference herein) are personal to you and you are not permitted to novate, transfer or assign your rights, interests, liabilities, and/or obligations to anyone else without our prior written consent. However, you hereby acknowledge and agree that we shall have sole and absolute discretion to novate, transfer, or assign these terms (including any documents, materials or information incorporated by reference herein) or any of our rights, interests, liabilities, and/or obligations at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganization involving SP.
• Security Interests. You undertake not to create any security over your fiat monies or Digital Assets held in any of your Account(s) without our prior written consent.
• Invalidity. If any provision of these Terms, terms and conditions or information incorporated by reference in these Terms is or becomes illegal, invalid, or unenforceable in any respect, the same shall not affect the legality, validity, or enforceability of any other provisions in these Terms.
• Enforcement Of Our Rights. SP’s rights and remedies under these Terms are cumulative and not exclusive of any rights or remedies provided by law or by any other agreement. Any failure or delay on the part of SP to exercise any right or remedy under these Terms shall not operate as a waiver of such right or remedy. Any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy.
• Language. These Terms may, at SP’s sole and absolute discretion, be translated into a language other than the English language. You agree that any such translation shall only be for your convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.
• Third-Party Rights. Nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any provision of these Terms, except as set out in this paragraph. These Terms and all of its provisions are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns, provided that the Staking programme Provider (including its Indemnified Parties) may rely on your representations, warranties, and covenants in connection with a defense of any claim or proceeding against them.
• Survival. All provisions of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.
• Governing Law And Jurisdiction. These Terms shall be construed in accordance with and governed for all purposes by the laws and public policy of the United Kingdom applicable to contracts executed and to be wholly performed within such state.
• Force Majeure. SP shall not be liable for delays, failure in performance or interruption of the programme which result directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to, any act of God, significant market volatility, nuclear or natural disaster, pandemic, action or inaction of civil or military authorities, act of war, terrorism, sabotage, civil disturbance, strike or other labor dispute, accident, state of emergency, malfunction of equipment, interruption or malfunction of utility, communications, computer (hardware or software), Internet, or network provider programmes, other catastrophe or any other occurrence which is beyond SP’s reasonable control.

Complaints

• Submitting A Complaint. If you have a complaint, you may first open a ticket with Customer programme and work with Customer programme to resolve your issue. Once you have already done so, and Customer programme has been unable to resolve your issue, please email your complaint to support@shadeyaplatform.world. In that email, you must provide your Customer programme ticket number, state the cause of your complaint, how you would like us to resolve the complaint, and any other information you believe to be relevant. Without a Customer programme ticket, your complaint email will be deemed premature and will not receive a response. Upon receiving your complaint, we will open a support ticket and a user complaints officer (“Complaint Officer”) will review your complaint. The Complaint Officer will review your complaint without prejudice, based on the information you provided and any information we may derive from our records. Within thirty business days ((all days excluding Saturday, Sundays, and any bank holiday in the State of California) (“Business Days”)) of our receipt of your complaint, the Complaint Officer will use reasonable efforts to address the points raised in your complaint and the Complaint Officer may: (1) offer to resolve your complaint in the way you have requested; (2) reject your complaint and set out the reasons for the rejection; or (3) offer to resolve your complaint with an alternative proposal or solution. In exceptional circumstances, if the Complaint Officer is unable to respond to your complaint within thirty Business Days, the Complaint Officer will use reasonable efforts to send you a holding response indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Complaint Officer will respond to your complaint.
• Offers. Any offer of resolution made to you will only become binding on SP if accepted by you. An offer of resolution will not constitute any admission by us of wrongdoing or liability regarding the complaint’s subject matter.

Arbitration SP and you agree that any dispute or controversy arising out of or relating to these Terms or the SP programmes, including, but not limited to, legal and equitable claims, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved through binding arbitration on an individual basis (except as specifically noted below). Arbitration shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”), Consumer Arbitration Rules. In agreeing to this binding commitment to arbitrate their claims, SP and you agree that they waive any right to proceed in a court of law or to have their claims heard by a jury. The arbitration shall: (1) be conducted by a single, neutral arbitrator in the English language; (2) be held virtually and not in person for all proceedings related to the arbitration, except by mutual agreement of all parties; and (3) be limited to one deposition per party, except by mutual agreement of all parties or upon a showing of need. Furthermore, in cases where neither party’s claim(s) or counterclaim(s) exceed $25,000, both parties agree to waive an arbitration hearing and resolve the dispute solely through submissions of documents to the arbitrator. Without waiving or otherwise affecting the Class Action Waiver below, in the event that your claim(s) in an arbitration substantially implicate or relate to the rights of, or claims by, other SP customers who have also initiated arbitration against SP, you agree that SP shall have the right, but not the obligation, to join or consolidate such arbitrations into a single arbitration, in SP’s sole discretion. Confidentiality. During the arbitration, the amount of any settlement offer made by you or SP shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Delegation. Any dispute between SP and You regarding the construction, interpretation, or application of this arbitration provision, including the enforceability, severability, revocability, scope, or validity of this arbitration provision, shall be decided by an arbitrator and not by a court or judge. Class Action Waiver TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND SP AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU AND SP EACH WAIVE THE RIGHT TO: (1) A JURY TRIAL; AND (2) PARTICIPATE IN A CLASS ACTION. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S LIMITATIONS AS TO A PARTICULAR CLAIM FOR RELIEF, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND MAY BE BROUGHT IN COURT. THIS CLASS ACTION WAIVER IS SUBJECT TO AND DOES NOT IMPAIR OR IMPEDE SP’S RIGHT TO CONSOLIDATE RELATED USER CLAIMS AS DESCRIBED ABOVE.