HYPE LOGO
By HYPESHOT LOGO

Last Revised: July 29, 2024

TERMS OF SERVICE

These Terms of Service (the “Terms”) constitute a legally binding agreement made between you (“you”), and Hypeshot, Inc. (“Hypeshot,” “we,” or “us”), concerning your access to and use of the “Hype” mobile device application and thehttps://www.hype.meme/ website (the “Website”), that provides information regarding Hypeshot and its product offerings, as well as sub-domains for Hypeshot’s product offerings (collectively, the “Services”). By accessing or using the Services, you agree that you have read, understand and accept all of the terms and conditions contained in the Terms. If you do not agree to all of the Terms, you may not access or use the Services.

Amendment of the Terms.

We may amend or modify the Terms at any time by posting the revised version on the Website and/or providing a copy to you (“Revised Terms”). Such Revised Terms shall be effective as of the time the Revised Terms are posted on the Website. Your continued use of the Services after the posting of Revised Terms constitutes your acceptance of such Revised Terms. If you do not agree with any such revisions, your sole and exclusive remedy is to terminate your use of the Services.

Technical Services Only.

THE SERVICES INCLUDE, AMONG OTHER THINGS, A MOBILE-BASED USER INTERFACE THAT ALLOWS USERS TO EXPLORE, STORE, BUY, SELL AND TRADE CRYPTO ASSETS AND INTERACT WITH DAPPS THAT OPERATE ON PERMISSIONLESS PUBLIC BLOCKCHAINS. HYPESHOT IS NOT A BROKER, DEALER, EXCHANGE, INVESTMENT ADVISER, CUSTODIAN OR FINANCIAL SERVICE PROVIDER OF ANY KIND. THE SERVICES INCLUDE SOFTWARE THAT ENABLES USERS TO ACCESS AND INTERACT WITH PERMISSIONLESS PUBLIC BLOCKCHAINS AND ONCHAIN SMART CONTRACTS THAT FUNCTION DETERMINISTICALLY AND ARE NOT OPERATED OR CONTROLLED BY HYPESHOT. WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU IN CONNECTION WITH THE SERVICES.

Binding Arbitration; Class Action and Jury Trial Waiver.

PLEASE BE AWARE THAT SECTION 9 (DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE) GOVERNS THE RESOLUTION OF DISPUTES BETWEEN YOU AND HYPESHOT. SECTION 9 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 9 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 9 CAREFULLY.

Privacy Policy.

Your personal information and privacy are important to us. The collection, use and sharing of your personal information through the Services and while you use the Services are subject to our Privacy Policy, which is hereby incorporated into the Terms.

1. Eligibility.

To be eligible to access or use the Services, you must satisfy each of the following eligibility requirements:

  • 1.1. You are at least eighteen (18) years of age, or are the legal age for entering into legally binding agreements under applicable law;
  • 1.2. You are not, nor are you an entity that is, or an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is: the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State or any other governmental authority with jurisdiction over the party; identified on the Denied Persons, Entity or Unverified Lists of the U.S. Department of Commerce’s Bureau of Industry and Security; or located, organized or resident in a country or territory that is, or whose government is, the subject of economic sanctions, including, without limitation, Russia, Crimea, Cuba, Iran, North Korea or Syria (each, a “Restricted Person”); and
  • 1.3. You are not accessing or using the Services on behalf of a Restricted Person.

2. The App

  • 2.1. General. We make available certain software services via a mobile device application (the "App") that enables you to generate, access and interact with a personal unhosted digital wallet ("Wallet") through a user-interface.
  • 2.2. Features. The App enables you to use your Wallet to: (i) explore and store crypto assets, tokens, coins and other blockchain-based digital assets (collectively, "Crypto Assets"); (ii) link to and use decentralized applications, including, without limitation, decentralized exchanges, cross-chain bridges and other crypto-native applications (collectively, "Dapps"); (iii) swap, trade, request and send Crypto Assets with other users of the App on a peer-to-peer basis and/or via third-party Dapps; (iv) view addresses, broadcasted transactions and other on-chain information; (v) sync contact lists and view information related to your contacts' Crypto Asset activities on the App; and (vi) any additional functionality that may be added to the App from time to time.
  • 2.3. Transactions. The App makes accessible an embedded Crypto Asset trading platform using Dapps where you can use your Wallet to buy, sell and trade Crypto Assets. The App leverages or "plugs into" such Dapps to enable such features when using the Wallet. You may use the App to link the Wallet to any such Dapps and engage in Crypto Asset transactions. In doing so, you understand and agree that all such transactions are subject to these Terms and to the terms of use, privacy policies and any other terms and conditions and policies imposed by the providers of such third-party services, as more fully discussed under "Third-Party Services" below. You further understand that when you engage in a Crypto Asset transaction using your Wallet, you are never transferring your Crypto Assets or private keys to us.
  • 2.4. Social Graph. You may choose to enable the App to access to your mobile device contact list so that the App can programmatically generate a social graph or "feed" of user transactions. This feature will allow you to view and discover transactions made via the App by your synced contacts. For the avoidance of doubt, any type of social graph or "feed" made available via the App is displayed solely for informational purposes, and Hypeshot makes no representations or warranties as to the accuracy of such social graph or "feed."
  • 2.5. Fees. We may directly or indirectly earn fees in connection with your use of certain features of the App. To the extent that we directly charge a fee for the use of any feature of the App, we will disclose the amount of fees we charge to you for such feature. We reserve the right to modify these fees at any time in our sole discretion without any notice to you. Additionally, when you access and interact with third-party services, such as Dapps, using the App, you may be charged fees in connection with your use of such services. Under no circumstances shall Hypeshot incur any liability, of any kind, to you arising from or relating to fees charged to you by such third parties accessible via the App.
  • 2.6. Informational Resources. We may make certain informational resources relating to the Services, including, without limitation, technical documentation, blog posts, data, articles, tutorials, social media posts and other informational content published by us, our employees or marketing partners ("Informational Resources"), available to you as part of the Services. You acknowledge and agree that all such Informational Resources are intended for informational and educational purposes only and may not be the exclusive or sole source of information regarding the Services. Hypeshot shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with the use or reliance on any Informational Resources.

3. Accessing the Services

  • 3.1. Account and Wallet Creation. To access and use certain aspects of the Services, such as the App, you will be required to create an account ("Account") within the App by using your phone number. By creating an Account, two Wallets will automatically be generated for your use within the App: (i) a Solana network Wallet, and (ii) an Ethereum network Wallet. The private keys associated with the Wallets will be embedded in your device. We will not manage or have access to your private keys and will rely on third-party developers and toolkits for authentication methods and multi-party computation services. You agree that you will not disclose your Account credentials or private keys to, or allow your Account or Wallets to be used by, anyone other than yourself. You agree to notify us immediately of any unauthorized use of your Account or Wallets. You further understand and agree that you are responsible for all activities and transactions that occur from your Account and Wallets, and are solely responsible for the activities and transactions you undertake utilizing the Services. We reserve the right to suspend or terminate your Account if you provide inaccurate, untrue or incomplete information, engage in malicious or nefarious activities or if you fail to comply with the Account registration requirements or these Terms. Your access to and use of the Services may be suspended at any time, for any reason, in our sole and absolute discretion, without incurring liability of any kind to you as a result of such suspension or termination.
  • 3.2. Private Keys and Security. You acknowledge and understand that, in certain circumstances, such as if you lose or forget your password for the App or Wallets, you will need to use the private keys to access any Crypto Assets stored in your Wallets within the App (the "Private Keys"). The Private Keys are the only way to restore access to your Wallet, and therefore anyone who knows your Private Keys can access and use the Crypto Assets available in your Wallets. You understand and agree that the Private Keys associated with your Wallets within the App may not be compatible with other Wallet software, and therefore you may not be able to recover any Wallet that you generate within the App using third-party Wallet provider software, including but not limited to, Consensys Software Inc. and Phantom Technologies, Inc. The Private Keys are only compatible with Wallets generated in the App. If you lose your Private Keys, you may not be able to access or use Crypto Assets stored within your Wallet. You are solely responsible for the retention and security of your Private Keys, and acknowledge and agree that we do not store nor are we responsible in any way for the security of your Private Keys. You further agree to hold Hypeshot, its affiliates, representatives, agents and personnel harmless and that no such party shall be liable to you in any way in the event you lose your Private Keys and cannot access or use your Crypto Assets. Hypeshot shall not be liable for any acts or omissions by you in connection with your use of the Services, including any security incident related to the Services. For the avoidance of doubt, you understand and agree that you bear sole and complete responsibility for any loss of your Crypto Assets due to failure to retain or secure your Private Keys.
  • 3.3. Representations and Warranties. By accessing the Services, you represent and warrant to each of the following:
    • (A) Any Crypto Assets you interact with via the Services have been legally obtained by, and belong to, you;
    • (B) You will not provide any false, inaccurate or misleading information while using the Services, or engage in any activity that operates to defraud or would be viewed as reasonably having a material adverse effect on Hypeshot, other users of the Services or any other person or entity;
    • (C) You will not use the Services to transmit or exchange Crypto Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism, money laundering or tax evasion; and
    • (D) You will pay all fees necessary for interacting with the blockchains supported by the Services, including all transaction fees or "gas", as well as all fees charged by us or any third party for your use of the Services, any blockchain network or any Dapp.

4. Prohibited Activities

  • 4.1. You shall not engage in any activities that negatively affect the technical performance of the Services, bypass or circumvent security features of the Services or otherwise disrupt or interfere with the functioning of the Services. You shall not violate or attempt to violate the security of the Services or otherwise misuse the foregoing, including by:
    • (i) accessing data not intended for you or logging onto a server or an account that you are not authorized to access (including by using a virtual private network or "VPN" to access such data);
    • (ii) disabling, removing, defeating or avoiding any security device or system;
    • (iii) attempting to probe, scan or test the vulnerability of the Services or to breach security or authentication measures without proper authorization;
    • (iv) attempting to interfere with the Services functionality, including but not limited to via means of submitting any malware or computer programming routines that may damage, disrupt or interfere with, intercept or expropriate any system or data, overloading, "flooding," "spamming," "mailbombing" or "crashing" the Services or any Dapps when using the Services;
    • (v) forging any transmission control protocol/internet protocol packet header or any part of the header information in any email or posting;
    • (vi) using the Services or Dapps in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage;
    • (vii) providing false, misleading or inaccurate information to the Services, such as information related to your location whether by use of a VPN or otherwise.
  • 4.2. You shall not, directly or indirectly:
    • (i) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Services, or the underlying ideas, file formats, algorithms or trade secrets therein;
    • (ii) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party;
    • (iii) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any software code or documentation for the Services;
    • (iv) knowingly introduce into the Services any malicious code, computer virus, spyware, scareware, Trojan horses, worms, malware or any other similar harmful, malicious or hidden programs or data;
    • (v) use the Services to infringe upon, violate or misappropriate any third party's intellectual property rights, violating any law or regulation or being defamatory, trade libelous, threatening or harassing;
    • (vi) authorize or permit any third party to engage in any of the foregoing proscribed acts.
    For the avoidance of doubt, the restrictions set forth in this Section are in addition to, and in no way limit, any other restrictions or obligations applicable to you set forth in the Terms.
  • 4.3. You shall not use the Services to engage in illegal activity of any kind, including, without limitation, any activity that would violate, or assist in violation of, any law, statute, ordinance, regulation or sanctions programs administered under any applicable law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control or which would involve proceeds of any unlawful activity.

5. Intellectual Property

  • 5.1. License. The Services and all of its contents as a whole and in part are protected by copyrights, trademarks, service marks, trade names, international treaties and/or other proprietary rights and applicable laws, and are owned or controlled by Hypeshot, its affiliates and licensors. You agree to protect the proprietary rights of us and all others having rights in the Services. Subject to the Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use the Services for your own personal or legitimate business purposes. You acquire absolutely no rights or licenses in or to the Services or materials contained within the Services other than the Private Keys, Crypto Assets in your Wallets and the limited right for you to access and use the Services in accordance with the Terms. Except for the limited license granted in these Terms, Hypeshot and its licensors retain all right, title, interest and all proprietary rights in and to the Services, including, without limitation, copyrights, patents, trademarks, service marks and trade names. Hypeshot may change, suspend or discontinue any aspect of the Services at any time, without any liability or obligation to you. Hypeshot, its licensors and service providers reserve all other rights afforded to them but not granted in these Terms.
  • 5.2. Third-Party Licenses. Notwithstanding anything to the contrary in the Terms, the Services may contain software components released under separate open-source or business-source license terms, in which case those license terms will govern such software components.
  • 5.3. Feedback. With respect to any feedback you provide to Hypeshot (whether orally or in writing) concerning the Services, including any features or functionalities thereof, and including identifying potential errors and improvements ("Feedback"), you hereby grant to Hypeshot an exclusive, worldwide, perpetual, fully paid-up, royalty free, fully-sublicensable (through multiple tiers of sublicensees) and freely assignable and transferable license to use any Feedback for any purpose without payment or restriction. It is further understood that Hypeshot's use of Feedback, if any, may be used by Hypeshot in its sole discretion, and that Hypeshot shall in no way be obliged to make any payment to you for or make use of any kind of the Feedback or part thereof.
  • 5.4. Use of Trademarks and Other Marks or Rights. You may not use any of our trademarks, trade names, service marks, copyrights or logos, or our partners', affiliated entities', licensors', or their licensors' trademarks, trade names, service marks, copyrights or logos, including but not limited to the Hypeshot name, in any manner that creates the impression that such items:
    • (i) belong to or are associated with you or indicate the sponsorship or approval of us, our licensors, any partners, affiliates or their licensors; or
    • (ii) except as otherwise provided herein, are used with our licensors', partners', affiliates', or their licensors' consent, and you acknowledge that you have no ownership rights in or to any such items.

6. Term; Termination

  • 6.1. The Terms are effective beginning when you accept the Terms or first access or use the Services and ending when terminated as set forth in Section 6.2.
  • 6.2. Your right to use and access the Services will automatically terminate in the event you fail to comply with any of the terms and conditions of the Terms. Termination will be effective without notice.
  • 6.3. Upon termination of the Terms, your license rights will immediately terminate and you must immediately cease all use of the Services. Sections 4-11 of the Terms shall survive any such termination.

7. Risks

  • 7.1. You acknowledge and understand that the Services and certain Crypto Assets, Dapps and/or blockchain networks may not be available or appropriate for use in all jurisdictions and you may be subject to legal and regulatory compliance obligations in connection with your use of the Services in certain jurisdictions. By accessing or using the Services, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. You further agree that we have no obligation to inform you of any potential liabilities or violations of law or regulation that may arise in connection with your access and use of the Services, Crypto Assets, Dapps or blockchain networks and that we are not liable in any respect for any failure by you to comply with any applicable laws or regulations.
  • 7.2. You acknowledge that the Services incorporate experimental and novel technology and that the use of such technology involves a high degree of risk. For example, there are numerous reasons the Services or a Dapp or blockchain network that you use in connection with the Services could fail in an unexpected way, resulting in the total and absolute loss of your Crypto Assets. You hereby agree that you assume all risks in connection with your use of the Services and expressly waive and release Hypeshot from any and all liability, claims, causes of action or damages arising out of or in any way relating to you obtaining or using Services.
  • 7.3. You understand that anyone can create a Crypto Asset, including fake or parody versions of existing Crypto Assets and Crypto Assets that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly buy, sell, trade or otherwise hold or transact in such Crypto Assets. Any reference to a Crypto Asset via the Services does not indicate our approval or disapproval of the project or technology on which the Crypto Asset relates, and should not be used as a substitute for your understanding of the risks specific to each Crypto Asset.
  • 7.4. You understand and accept the risk of operational challenges related to the Services. For example, the Services, Dapps and/or blockchain networks may experience cyber-attacks, unexpected surges in transaction volume, botting or activity or other operational or technical difficulties or vulnerabilities that may cause interruptions related to your use of the Services. You agree to accept the risk of a failure of the Services resulting from unanticipated or heightened technical difficulties or vulnerabilities, including those resulting from cyber-attacks. You agree to not hold Hypeshot liable for any related losses.
  • 7.5. You agree that Hypeshot is not responsible for any Crypto Asset that you receive, transfer, hold, lose or otherwise use or misuse in connection with the Services. Additionally, you agree that Hypeshot is not responsible for any tax obligations that you incur in connection with your use of the Services.
  • 7.6. You understand and accept the risks associated with the category of Crypto Assets that are colloquially referred to as "memecoins." Memecoins are a category of crypto assets that generally gain popularity based on certain internet trends, memes or other social media attention or "hype" rather than underlying fundamentals or utility associated with the particular Crypto Asset. Buying, selling or otherwise trading or transferring memecoins carries significant risks, including but not limited to: (i) high volatility due to the influence of market sentiment or certain key opinion leaders or other types of social media influencers; (ii) a lack of a clear use case or intrinsic value: (iii) little to no liquidity; and (iv) market manipulation, fraud, rug pulls and other manipulative devices. You agree not to hold Hypeshot liable for any related losses as a result of the risks associated with memecoins.
  • 7.7. You understand that all transactions conducted through the Services and any Dapps accessible via the Services are automatically processed onchain. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with the Services. You acknowledge and agree that onchain smart contracts may programmatically facilitate the transfer of Crypto Assets in connection with your transactions. You further acknowledge and agree that Hypeshot does not take possession, custody or control over your Crypto Assets at any time.
  • 7.8. You understand that the Solana and Ethereum blockchain networks (and all other networks with which the Services may be compatible) remain under development, which creates technological and security risks when using the Services in addition to uncertainty relating to Crypto Assets and transactions. You acknowledge that the cost of transacting on the Solana and Ethereum blockchains is variable and may increase at any time, thereby impacting any activities taking place on such blockchains, which may result in significant price fluctuations or increased prices when using the Services.
  • 7.9. THE SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS THE SOLANA AND ETHEREUM BLOCKCHAIN NETWORKS AND DAPPS. SOME FUNCTIONALITY IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE, SUCH AS MISUSES RELATED TO PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. HYPESHOT SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF ANY CRYPTO ASSET ON THE SOLANA OR ETHEREUM NETWORKS OR ANY OTHER BLOCKCHAIN NETWORK, AND HYPESHOT MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SAME.

8. Disclaimer of Warranties; Limitation of Liability; Indemnification

  • 8.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE ISSUED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND HYPESHOT DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO SUCH "AS-IS" AND "AS AVAILABLE" BASIS OR OTHERWISE IN CONNECTION WITH THE TERMS (EXCEPT AS EXPRESSLY PROVIDED HEREIN) AND HYPESHOT HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS, INCLUDING ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT THAT HYPESHOT MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION SHALL BE APPLIED TO THE MINIMUM EXTENT PERMITTED UNDER SUCH APPLICABLE LAW.
  • 8.2. IN NO EVENT SHALL HYPESHOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY TYPE OR NATURE HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE SERVICES, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO OR COULD HAVE BEEN REASONABLY FORESEEN BY YOU, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL HYPESHOT'S AGGREGATE LIABILITY UNDER THE TERMS EXCEED ONE-HUNDRED U.S. DOLLARS ($100.00).
  • 8.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOU UNDERSTAND AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
  • 8.4. You agree, at your own expense, to indemnify, defend and hold harmless Hypeshot and our partners and affiliates and their respective owners, members, agents, directors, officers, employees, representatives, affiliates, successors and assigns against any claim, suit, action or other proceeding from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys' and experts' fees, arising out of or in connection with the Services, or any Dapps accessible via the Services, including but not limited to:
    • (i) any breach or violation of the Terms by you;
    • (ii) material, information or content submitted or provided by you;
    • (iii) your use of the Services or
    • (iv) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Services by you.
    You agree to pay any and all costs, damages and expenses, including but not limited to reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defense.

9. Dispute Resolution; Agreement to Arbitrate

  • 9.1. All disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of the Terms and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from the Terms, will be determined by binding arbitration in the State of Delaware, before a single arbitrator. The arbitration will be administered by the American Arbitration Association ("AAA"), in accordance with the AAA Consumer Arbitration Rules.
  • 9.2. The arbitrator will apply the substantive law of the State of Delaware, excluding its conflict or choice of law rules.
  • 9.3. Nothing in the Terms will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
  • 9.4. A party must notify the other party of its intent to commence arbitration prior to commencing arbitration. You may provide such notice to Hypeshot at the email address set forth in Section 11.2. The notice must specify the date on which the arbitration demand is intended to be filed, which must be at least thirty (30) days after the date of the notice. During this time period, the parties will meet for the purpose of resolving the dispute prior to commencing arbitration.
  • 9.5. Subject to Section 9.4, each party may commence arbitration by providing to the AAA and the other party to the dispute a written demand for arbitration, stating the subject of the dispute and the relief requested.
  • 9.6. Subject to the disclaimers and limitations of liability stated in the Terms, the appointed arbitrators may award monetary damages and any other remedies allowed by the laws of the State of Delaware. In making a determination, the arbitrator will not have the authority to modify any term of the Terms. The arbitrator will deliver a reasoned, written decision with respect to the dispute to each party, who will promptly act in accordance with the arbitrator's decision. Any award (including interim or final remedies) may be confirmed in or enforced by a court located in the State of Delaware. The decision of the arbitrator will be final and binding on the parties, and will not be subject to appeal or review.
  • 9.7. Subject to applicable law, the party initiating the arbitration will be responsible for paying the applicable filing fee. Each party will advance one-half of the fees and expenses of the arbitrator, the costs of the attendance of the arbitration reporter at the arbitration hearing and the costs of the arbitration facility. In any arbitration arising out of or relating to the Terms, the arbitrator will award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with those aspects of its claims or defenses on which it prevails, and any opposing awards of costs and legal fees awards will be offset.
  • 9.8. The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing and the arbitrator's decision, except: (i) as necessary to prepare for and conduct the arbitration hearing on the merits; (ii) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator's decision or its enforcement; (iii) Hypeshot may disclose the arbitrator's decision in confidential settlement negotiations; (iv) each party may disclose as necessary to professional advisors that are subject to a strict duty of confidentiality; and (v) as applicable law otherwise requires. The parties, witnesses and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as applicable law so requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.
  • 9.9. In the case of a conflict between the provisions of this Section 9 and the rules of the AAA, the provisions of this Section 9 shall prevail.
  • 9.10. To the extent permitted by applicable law, any dispute arising out of or relating to the Terms, whether in arbitration or in court, shall be conducted only on an individual basis and not in a class, consolidated or representative action. Notwithstanding any other provision of the Terms or the rules of the AAA, disputes regarding the interpretation, applicability or enforceability of this class waiver may be resolved only by a court and not by an arbitrator. If this waiver of class or consolidated actions is deemed invalid or unenforceable, neither party is entitled to arbitration.
  • 9.11. If for any reason a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms.

10. Third-Party Services

  • 10.1. By using the Services, you may view and have access to the content, products or services of one or more third parties, such as Dapps ("Third-Party Services"), via linked or plugged in technologies to the Services. Your reliance on, access or use of any Third-Party Services in connection with using the Services will also be governed by the terms and conditions and policies of the applicable third-party service provider. You understand and agree that any such third-party terms and conditions and policies may involve fees or other charges and include disclaimers or particular risk warnings about the reliance on or the accuracy of any information or with using such third-party services. It is your responsibility to understand the terms and conditions and policies of any such third-party service provider, including how those service providers use any of your information under their privacy policies. Any such terms and conditions and policies may provide for less security than Hypeshot. You understand and agree that any Third-Party Services are provided for your convenience only. We do not verify or control any Third-Party Services, and as a result, we do not guarantee, endorse or recommend such services to any or all users of the Services. We are therefore not responsible for the availability, content, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness, safety or accuracy of any Third-Party Services, or any intellectual property rights therein, that may be linked to or from the Services. Your reliance on, access and use of any Third-Party Services is at your own risk, and we disclaim all responsibility and liability for any losses that result out of same. We have no responsibility for Third-Party Services that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction, or which contain malware, vulnerabilities or any other types of malicious smart contracts, domains or computer code. The choice to rely on, access and use Third-Party Services is in your own discretion, and you are solely responsible for ensuring that your reliance, access or use is in compliance with all applicable laws. For the avoidance of doubt, we do not: (i) make any warranty, express or implied, with respect to the use of the links provided on or to the Services; (ii) verify or guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, goods or other Third-Party Services that may be linked to or from the Services; or (iii) make any endorsement, express or implied, of any other websites, services, goods or other Third-Party Services that may be linked to or from Services. For the avoidance of doubt, this paragraph shall be interpreted broadly and covers websites, Dapps and other crypto-native technologies accessible via the Services or any links made available through the Services. Any statements, opinions or other information made available by third parties, including users, are solely those of the respective author(s) or distributor(s). We reserve the right to change, suspend, remove, disable or impose access restrictions or limits on any Third-Party Service at any time and without prior notice to you.
  • 10.2. WE DISCLAIM ANY AND ALL LIABILITY, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER ORAL OR WRITTEN, FOR WEBSITES, SERVICES, GOODS, INFORMATION, ADVERTISEMENTS OR OTHER THIRD PARTY MATERIALS THAT MAY BE LINKED TO OR FROM, OR PROVIDED THROUGH, THE SERVICES. YOU ACKNOWLEDGE THAT NO REPRESENTATION HAS BEEN MADE BY US AS TO THE FITNESS OF THE WEBSITES, SERVICES, GOODS, ADVERTISEMENTS OR OTHER THIRD PARTY MATERIALS THAT MAY BE LINKED TO OR FROM, OR PROVIDED THROUGH, THE SERVICES. YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR SOLE RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (SUCH AS TERMS OF USE OR THE PRIVACY POLICY OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
  • 10.3. You may link to the Services provided that you do so in a way that indicates that the link is direct to the Services and is fair and not misleading. You may not integrate or make use of all or part of the Services in ways that would confuse or mislead visitors as to the nature and origin of the Services' content.

11. General Provisions

  • 11.1. Electronic Communications. By accessing or using the Services, you consent to receive electronic communications.
  • 11.2. Notices. Hypeshot may provide you with notice and other communications via electronic communications as permitted by Section 11.1. You may provide us with notice by sending an email address to hypeshot@hypeshot.io. All notices will be deemed effective upon dispatch.
  • 11.3. Waivers. For a waiver to be deemed effective, a waiver must be in a writing signed by the waiving party. The failure of either party to enforce any provision of the Terms will not constitute a waiver of that party's rights to subsequently enforce the provision.
  • 11.4. Cumulative Rights; Injunctions. The rights and remedies of the parties under the Terms are cumulative, and each party may exercise any of its rights and enforce any of its remedies under the Terms, along with all other rights and remedies available to it at law, in equity or otherwise. Any material breach by a party of the Terms could cause the non-breaching party irreparable harm for which the non-breaching party has no adequate remedies at law. Accordingly, the non-breaching party is entitled to seek specific performance or injunctive relief for any such breach.
  • 11.5. Severability. If any provision of the Terms is declared to be invalid, illegal or unenforceable by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby and the remainder of the provisions of the Terms shall remain valid, legal and enforceable to the fullest extent permitted by law.
  • 11.6. Accessibility. We are committed to helping those with disabilities access the Services. We strive to provide an excellent online experience for our users – including those with sight, hearing and other disabilities. If you have difficulty using or accessing any element of the Services or if you have any Feedback regarding accessibility of the Services, please feel free to contact us at ravi@hypeshot.io.
  • 11.7. Force Majeure. Hypeshot shall have no liability for any failure or delay resulting from any condition beyond our reasonable control, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood, other acts of God, labor conditions, power failures, equipment failures and Internet or blockchain network disturbances.
  • 11.8. Successors and Assigns. You may not transfer or assign the Terms or any rights or obligations hereunder, by operation of law or otherwise and any such attempted assignment shall be void. Hypeshot reserves the right to freely transfer or assign the Terms and the rights and obligations hereunder to any third party at any time without your consent and prior notice to you. If you object to any such transfer or assignment, you may stop using the Services.
  • 11.9. Relationship of the Parties. Nothing contained in the Terms shall constitute you and Hypeshot as members of any partnership, joint venture, association, syndicate, unincorporated business or similar assignment as a result of or by virtue of the relationship established by the Terms.
  • 11.10. Governing Law. The Terms shall be solely and exclusively governed, construed and enforced in accordance with the laws of the State of Delaware without giving effect to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
  • 11.11. Entire Agreement. The Terms constitute the entire agreement and understanding between you and Hypeshot, and supersedes all previous communications, representations or agreements, whether written or oral, with respect to the subject matter hereof.
  • 11.12. No Third-Party Beneficiaries. The Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Hypeshot and other Hypeshot affiliates, which each shall be a third-party beneficiary of the Terms, and no other person shall assert any rights as a third-party beneficiary hereunder.