Term & Services

Last Revision Date: March 13, 2024

  1. Introduction

These Terms of Use (“Terms”), which shall be viewed as an agreement between an individual or entity user or authorized representative of such user (“you”, “your”, “user”) and deFusion (“DeFusion”, “we”, “us”, “our”), govern your access and interaction with the Protocol (as ascribed in detail in Section 3 of these Terms) as accessible through our website https://www.deFusion.xyz/, as well as any other media form, media channel, mobile applications or any other website-hosted or mobile-user interface, products (collectively, the “Site"), and the Protocol marketed, advertised, or marked by us with the name “deFusion” from time to time (collectively, the “Platform”).

By accessing the Platform and/or connecting a Wallet (as defined below) to the Platform and/or using any or all the Protocol (as defined below), you accept and agree to be legally bound by these Terms and all the terms incorporated herein by reference.

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

THE PLATFORM AND THE PROTOCOL IS DEVELOPED AND PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY DEFUSION AND/OR ITS AFFILIATES, AND DEFUSION AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM, OR PARTICIPATE IN THE PROTOCOL, AND YOU MUST CANCEL YOUR ACCESS IMMEDIATELY.

(a) In these Terms, the following words, and expressions, whenever used in these Terms shall have the respective meanings indicated below:

“Address” means an address on the applicable digital ledger or blockchain network.

“Affiliate” means with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person; and as used in this definition, “control” means the power to direct or cause the direction of the management or policies of a person or entity, whether through the exercise of voting power or by contract and “controlling” and “controlled by” shall have correlative meanings.

“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network, including but not limited to Tokens.

“Fork" means a change in the current source code or generating new and supplementary source code for a blockchain.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

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

“Liquidity Provider” means a user that funds a liquidity pool with Tokens in exchange for transaction fees in connection with the Protocol.

“VIC Token(s)” means $VIC, the cryptographic token native to the Platform.

“VIC Tokenholder” means a person or entity that possesses or owns VIC Token(s) and is able to conduct transactions with such VIC Token(s).

“deFusion Smart Contract” means any open-source computer protocol as may be deployed on, via or through the Platform from time to time (including all related trademarks and other intellectual property, whether such use is via the Platform or otherwise);

“Staked VIC Tokens” means VIC Token(s) which are the subject of staking.

“Third Party Integrated Applications” means the third-party applications and interfaces which are not created by deFusion and are integrated to the Platform.

“Tokens" means any cryptographic asset, Digital Asset or virtual currency, including the VIC Tokens.

“Wallet” means a digital storage component generated by a third-party provider that can be imported and accessed within the Platform, for storing, managing, and facilitating transactions involving your Digital Assets stored on the blockchain(s) supported by the Platform.

(b) Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.

deFusion is not registered with the U.S. Securities and Exchange Commission and does not offer securities The Protocol in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

(c) NOT FINANCIAL ADVICE: WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICE. WE ARE SOLELY THE PROVIDER OF THE PLATFORM AND WE DO NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. DECISIONS TO INTERACT WITH THE PROTOCOL OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD.

  1. Contracting Party and Eligibility to access to and use the Protocol

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

If the Signatory asserts that there is a Principal but the individual or entity identified as the Principal (i) does not fully satisfy the Eligibility Conditions under Section 2(b) below or (ii) is for any reason not legally bound to these Terms, then the Signatory will be bound to these Terms in his or her personal capacity.

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

If you are an individual:

(i) you must be at least 18 years old or above the minimum age in your jurisdiction to have the legal capacity to enter into contracts and to interact with Protocol;

(ii) you are not a citizen or permanent resident of, you do not have a primary residence in, and you are not physically located in (i) North Korea, Iran, Syria, Cuba, People’s Republic of China, Hong Kong SAR, Macau SAR, United States of America or its territories or possessions; or (ii) any country (A) where interaction with the Protocol is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset transactions would be construed as the transactions of a security (howsoever named), financial service or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and

(iii) you are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.

If you are an entity:

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

(ii) you have authorized your Signatory to accept these Terms on your behalf;

(iii) you are not a resident for tax purposes of, you do not have a domicile in, and you are not physically located in (i) North Korea, Iran, Syria, Cuba, People’s Republic of China, Hong Kong SAR, Macau SAR, United States of America or its territories or possessions; or (ii) any country or jurisdiction (A) where interaction with the Protocol is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the Laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset transactions would be construed as the transactions of a security (howsoever named), financial service or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and

(iv) you are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.

You can only interact with the Protocol if permitted under the Laws of your jurisdiction. For the avoidance of doubt, you may not interact with the Protocol if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of the Protocol would be illegal or otherwise violate any applicable laws. Please make sure that your accessing, interaction with Protocol are not prohibited, restricted, or regulated by any law or regulation applicable to you. You are solely responsible (i) to determine if there are any such laws or regulations (including foreign exchange restrictions) applicable to you and to comply with them and (ii) to determine if there are any governmental or other consents or approvals which you need to obtain, and to obtain and maintain them.

You are accessing to and/or interacting with the Protocol as principal and for your own account, and not as nominee or agent for, or for the account of, any other person.

(c) If you do not fully satisfy each of the Eligibility Conditions at all times from the time that you accept these Terms, then you may not, and you agree not to, access to and/or interact with the Protocol. If you access to and/or interact with the Protocol notwithstanding that you do not meet each of the Eligibility Conditions, you acknowledge that (a) your access to and/or interaction with the Protocol is a breach of these Terms, and (b) you access to and/or interact with the Protocol at your own risk. You acknowledge and agree that deFusion will not be liable to you or any other party arising from or in connection with your access to and/or interaction with the Protocol if you do not meet each of the Eligibility Conditions.

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

  1. The Protocol

1.Liquid Staking Protocol

deFusion is an infra-liquidity staking platform that empowers users to optimize and unlock their staked VIC Token(s) for use across the entire Viction ecosystem (collectively, the “Protocol”).

The Protocol is an open-source solution that allows VIC Tokenholders on Viction network to lock their VIC Token(s) in deFusion Smart Contract(s) and receive a tokenized representation of their Staked VIC Token(s), which then be freely traded or used as collateral in decentralized finance (DeFi) applications, while VIC Token(s) remain staked in Viction Network, earning rewards. deFusion does not control the Protocol, which is public, permissionless, and runs on open-source self-executing smart contracts. The Protocol is made available only as a convenience to you.

  1. The Protocol is operated and deployed on the Viction blockchain network (“Viction Network”). deFusion does not control or operate any version of Viction Network, therefore, we cannot and do not ensure that any transaction details that you submit via our Platform and/or our Protocol will be confirmed and processed. By using Viction Network, you acknowledge and agree that (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by Viction Network; (iii) we do not store, send, or receive Digital Assets; and (iv) any transfer that occurs in relation to any Digital Asset occurs on Viction Network and therefore we do not guarantee the transfer of title or right in any Digital Asset.

Moreover, it is acknowledged that the transactional arrangement does not involve the acquisition or disposition of Digital Assets directly from our entity. It is clarified that we do not oversee any liquidity pools within Viction Network or exercise authority over trade executions on Viction Network. When you pay fees for transactions, those fees accrue to Liquidity Providers for the Protocol. As a general matter, deFusion is not a Liquidity Provider into Viction Network liquidity pools and Liquidity Providers are independent third parties.

  1. Third Party Integrated Applications

In addition to the Protocol, deFusion may provide access to additional protocols through the Platform from time to time, including by integrating or providing links to Third Party Integrated Applications, including, for example, protocol relating to (i) “bridging” Tokens from one chain to another, (ii) providing analyses regarding Token on-chain data, trading volumes and price trendlines or (iii) offering conversions from fiat currency to Tokens or vice versa.

When you click on a link to, or access and use Third Party Integrated Applications, though we may not warn you that you have left our Platform, you are bound by the terms and conditions (including privacy policies) of another website or destination. These Third Party Integrated Applications are not under the control of deFusion and may be “open” applications for which no recourse is available. deFusion is not responsible or liable for any Third Party Integrated Applications. deFusion provides links to these Third Party Integrated Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Integrated Applications, or their products or services or associations. You agree to hold us harmless from any harm resulting from your transactions with such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from or contact with any Third Party Integrated Applications. You use all links in Third Party Integrated Applications at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any websites to which you navigate from the Platform or relating to any applications you use or install from the Platform. Any transactions you make through Third Party Integrated Applications will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such transactions which are exclusively between you and the applicable third party.

  1. Use of the Protocol

(a) Wallet Connection

To interact with the Protocol, you must first connect a Wallet to the Platform, which allows you to interact with the Protocol. Connecting a Wallet will enable the Platform to communicate with the third-party software associated with such Wallet. Such third-party software shall be exclusively responsible for effecting any transactions with such Wallet. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service and privacy policy and/or any other applicable terms and conditions. We do not have custody or control over the contents of your Wallet and have no ability to retrieve or transfer its contents. By connecting your Wallet to our Platform, you agree to be bound by these Terms and all of the terms incorporated herein by reference.

(b) Confirming Transactions

You are responsible for confirming the parameters of any transaction message before directing your Wallet to enter into a transaction. Digital Asset prices and liquidity are volatile and transaction parameters may change between the time you first select parameters and when you seek to confirm a transaction. You hereby agree that it is your sole responsibility to re-confirm all details of any potential transaction at each stage of the process through and including final confirmation of the transaction.

(c) Fees

Interaction with the Protocol and/or Viction Network may require that you pay a fee, such as network fees and other charges needed to perform a transaction (“Fee”). You must ensure that you have an adequate balance in your Wallet and/or “gas” to complete transactions before initiating a transaction. The Fee for a specific transaction will be displayed to you in the Platform during the initiation of a transaction and must be accepted before executing such a transaction. By interacting with the Protocol, you hereby consent to such Fees being debited from either or a combination of both of the source Token or destination Token applicable to your relevant transaction at the time such transaction is processed. You acknowledge and agree that we will not be liable for any failed transactions or losses you incur due to incorrectly set transaction Fees (i.e. too low or too high) or due to insufficient funds or gas associated with your Wallet address. You further acknowledge and agree that we do not have access to your or anyone else’s transactions.

We reserve the right to change those Fees at our discretion. Fees applicable to the Protocol or any component of the Protocol, if any, shall be set forth or displayed in the Platform from time to time. By interacting with the Protocol, you hereby consent to such Fees being debited from either or a combination of both of the source Token or destination Token applicable to your relevant transaction at the time such transaction is processed.

(d) Taxes

The interaction with the Protocol and access to the Site shall be exclusive of all taxes that are applicable to, arising from, or in connection to your interaction with the Protocol or access to the Site, including your receipt and holding of Tokens in any jurisdiction (any such taxes, a “Payable Tax”).

You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all losses, penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax. DeFusion shall not be responsible for, or responsible for determining, any Payable Tax attributable to you or declaring, withholding, collecting, reporting or remitting the correct amount of Payable Tax to any Governmental Authority.

(e) Use of Third-Party Materials

If you access the Platform or interact with the Protocol, you may also be using the Third-Party Integrated Applications or content of one or more third parties (“Third-Party Materials”). Your use of such Third-Party Materials may be subject to separate policies, terms of use and fees of these third parties, and you agree to abide by and be responsible for such policies, terms of use and fees, as applicable. You further acknowledge and agree that:

(i) deFusion makes no warranties or representations, express or implied, about such linked Third-Party Materials, the third parties they are owned and operated by, the information contained on them, the suitability of their products or protocol, or the assets they make accessible;

(ii) deFusion is not responsible for your access or use of Third-Party Materials and shall have no liability whatsoever in connection with your use of Third-Party Materials, including, without limitation, any transactions you dispute;

(iii) the limits of amounts that you may exchange via Third-Party Materials per day shall be subject to any requirements of the third-party developed smart contracts;

(iv) blockchain operations are irrevocable meaning when you conduct any transactions via Third-Party Materials, you shall be solely responsible for the consequences of any issues associated with such transactions, including, without limitation, your transfer to an incorrect address or problems associated with the node servers selected by you;

(v) when you use Third-Party Materials, third-party developed smart contracts may charge you handling fees and/or service fees and any information displayed on the Platform relating to such fees are for your reference only as deFusion cannot and does not guarantee its accuracy, applicability, reliability, integrity or appropriateness, nor shall deFusion be liable for any loss or damage that may be caused directly or indirectly by your use of these contents; and

(vi) deFusion may, in its discretion, charge such fees at any time in the future. Any updated fees will apply to any transaction that occurs following the effective date of the updated fees.

(f) Accuracy of Information Provided by User

You represent and warrant that any information you provide to the Platform and/or via the Protocol is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any Digital Asset transaction initiated via the Protocol. We strongly encourage you to review your transaction details carefully before attempting to conduct any transaction related to the Protocol.

  1. Acknowledgements, Representations and Warranties

1.By accepting these Terms, you acknowledge, represent and warrant that:

(a) The Protocol and the Digital Assets do not and are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction and these Terms do not and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

(b) None of the Protocol and the Digital Assets shall be construed, interpreted, classified or treated as enabling, or according any opportunity to you, to participate in or receive profits, income, or other payments or returns arising from or in connection with any of the Protocol and the Digital Assets, or to receive sums paid out of such profits, income, or other payments or returns, solely by virtue of you holding the Digital Assets;

(c) No regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the Laws of any jurisdiction, and the provision of these Terms to you does not imply that Laws have been complied with;

(d) You are fully aware of and understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with (i) the Protocol and the Platform; (ii) the VIC Tokens; and (iii) your interaction with the Protocol, any digital asset Wallet or user interface used in connection with the Protocol, the Platform and any extension of the Platform;

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

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

(g) The regulatory regime governing blockchain technologies, cryptocurrencies, and digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the Protocol;

(h) The Protocol may rely on third-party’s infrastructure to perform transactions with respect to any Digital Assets. If we are unable to maintain a good relationship with such third-party providers; if the terms and conditions or pricing of such third-party providers change; if we violate or cannot comply with the terms and conditions of such apps; or if any of such apps loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and interaction with the Protocol will suffer;

(i) Your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange may lose some or all of their value and you may suffer loss due to the fluctuation of prices of Digital Assets and/or significant price slippage and cost. You understand that anyone can create a Digital Asset, including fake versions of existing Digital Assets and Digital Assets that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other Digital Assets. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or interacting with the Protocol;

(j) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your interaction with the Protocol, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect and your interaction with the Protocol and the Platforms does not constitute, and you do not expect it to result in, a breach, default, or violation of any Laws or any contract or agreement to which you are a party or are otherwise bound. You are responsible for ensuring compliance with the Laws of your jurisdiction in connection with your interaction with the Protocol and the Platform, and acknowledge that DeFusion is not liable for your compliance or non-compliance with any such Laws;

(k) The VIC Tokens to be used for staking have not been obtained through any acts in connection with money laundering, terrorism financing or any other acts in breach or contravention of any Laws;

(l) The VIC Tokens received by you will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any Laws;

(m) The Platform, the Protocol, and the deFusion Smart Contracts may be subject to exploits. DeFusion is not responsible for exploits and it is not possible to guarantee that the code is completely free from bugs or errors. Users accept all risks that arise from using the Platform, interacting with the Protocol, and the deFusion Smart Contracts, including the risk of any funds being lost due to a failure or exploit of the Platform, the Protocol, or the deFusion Smart Contracts;

(n) You are solely responsible for securing the private keys associated with any Wallet or blockchain address you may use when accessing the Protocol. You understand that anyone who obtains your private keys and access to your device may access your Wallet or a blockchain address controlled with such private keys with or without your authorization and may transfer any digital assets accessible through your Wallet or such blockchain address;

(o) We make no guarantees as to the price or value of any digital asset or Token on any secondary market, including the liquidity pools accessible using the Protocol;

(p) There is a risk of inactivity in liquidity pools if the market rates associated with the digital assets or Tokens that make up the liquidity pool fall outside the minimum and maximum prices supported. You are ultimately responsible for determining what the minimum and maximum prices are;

(q) Support for the Platform, and the deFusion Smart Contracts may be modified or discontinued at any time. DeFusion reserves the right, at any time, in our sole discretion and without prior notice, to modify the Platform; and

(r) In the event of a change to an underlying blockchain network, or other network disruption, resulting in a Fork of the existing blockchain into one (or more) additional blockchains, the Protocol may not support activity related to any new digital assets or Tokens created as a result of the Fork. In addition, in the event of a Fork, transactions on the Viction Network may be disrupted, including transactions involving the deFusion Smart Contracts.

  1. You acknowledge and agree that deFusion does not make or purport to make, and deFusion hereby expressly disclaims, any representation or warranty in relation to the subject matter set forth in these Terms, including any representations or warranties relating to the Platform, the VIC Tokens, the Protocol, the deFusion Smart Contracts, or otherwise.

You further acknowledge and accept that by using the Platform and/or interacting with the Protocol: (a) deFusion has no control over, and assume no responsibility for, the deFusion Smart Contracts or any of the functions thereof or changes thereto; (b) the Platform functions solely as an interface to communicate your instructional input to the deFusion Smart Contracts and to receive output from the deFusion Smart Contracts; (c) the Platform does not execute trades on your behalf, and merely serve as an interface that may provide information with which you may direct third parties who may do so; (d) you shall not claim, and have no claim, against deFusion (i) in respect of, in connection with any change to, or in connection with any failure of, the deFusion Smart Contracts, or any of the functions thereof; or (ii) in respect of any failure of the Platform or the Protocol to facilitate access to and usage of the deFusion Smart Contracts, and any of the functions thereof; and (e) none of the information available on the Platform or in these Terms, or made available to you in relation to the use of the Platform or interaction with the Protocol constitutes any advice, including legal, tax, financial, accounting or trading advice. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional advisors.

6. Intellectual Property

(a) Proprietary property of deFusion

The Platform, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the deFusion logo and all designs, layouts, displayed, technical information, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of deFusion or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our Affiliates, licensors, and users, as applicable, reserve all rights in connection with the Platform and its content, including, without limitation, the exclusive right to create derivative works.

“deFusion” name, logo, trademarks, and any deFusion names, designs, logos, and slogans are the intellectual property of deFusion or our Affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “deFusion” or any other name, trademark, or product or service name of DeFusion or our Affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Platform constitutes the Platform mark, trademark, or trade dress of deFusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

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

As long as you agree to and comply with the present Terms, we grant you a non-exclusive, non-sublicensable and non-transferable license to use the Platform for your personal use or internal business use only. You will not: (a) reproduce, modify, adapt or create derivative works of any part of the Platform; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Platform; (c) use the Platform for the benefit of any third party; (d) incorporate the Platform into a product or service you provide to a third party without our prior written consent; (d) circumvent mechanisms in the Platform intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, including images and texts, underlying ideas, algorithms, file formats or non-public APIs to the Platform, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the Platform; or (h) use the Platform for competitive analysis, as part of any other software or project of any kind or to build competitive products.

  1. Prohibited use

1. You shall be responsible for the reporting requirements under the Laws in respect of any dealing with Tokens including the reporting requirements in respect of any taxable income derived in connection with the interaction with the Protocol to the relevant Governmental Authority.

  1. Your relationship with us and the operation and interaction with the Protocol shall be subject at all times to the Laws. deFusion may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by deFusion, in order to procure or ensure compliance with the Laws. You acknowledge and agree that deFusion shall not be liable to you as a result of any action taken by deFusion to comply with the Laws.

  2. You may not access the Protocol to engage in the below categories of activity (“Prohibited Uses”). The specific types of uses listed below are representative but are not exhaustive. We may update the Prohibited Uses of the Protocol from time to time, and you hereby acknowledge and agree that it shall be your sole responsibility to ensure that your use of the Protocol does not involve a Prohibited Use. By interacting with the Protocol, you confirm that you will not, and you will not aid, abet, encourage or induce any third party to engage in any of the actions and activities in any manner utilizing the Protocol which:

(a) Impersonate someone or use or attempt to use another user’s Wallet without authorization or use our Platform and/or the Protocol in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it;

(b) Take any action that may impose an unreasonable or disproportionately large load on our or any of our third-party providers’ infrastructure;

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

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

(e) Create or list counterfeit items;

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

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

(h) Use the Platform and/or interaction with the Protocol in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Platform and/or the Protocol;

(i) Violate, misappropriate or infringe the rights of deFusion, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; and

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

  1. Covenants

By accessing the Platform and interacting with the Protocol, you further covenant that:

(a) Your Digital Assets have been legally obtained by, and belong to, you;

(b) You will not provide any false, inaccurate or misleading information while using the Protocol, or engage in any activity that operates to defraud DeFusion, other users of the Protocol, or any other person or entity;

(c) You will not interact with the Protocol to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;

(d) Any Digital Assets you use in connection with the Protocol are either owned by you or you are validly authorized to carry out actions using such assets;

(e) You will pay all fees necessary for interacting with the Protocol, or any other network with which the Protocol are compatible, including "gas" costs, as well as all fees charged by us for your use of the Protocol; and

(f) You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not access the Platform or use the Protocol if (i) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan, or Syria or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any the Protocol to Cuba, Iran, North Korea, Sudan or Syria or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.

  1. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless deFusion, and our Affiliates, officers, directors, agents, partners and employees (individually and collectively, the “deFusion Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your interaction or exploitationof the Protocol and the Platform, (b) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or applicable Laws, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your fraud, negligence or willful misconduct. You agree to promptly notify deFusion Parties of any third-party Claims, cooperate with deFusion Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the deFusion Parties will have control of the defense or settlement, at deFusion’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and deFusion.

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

  1. Warranty Disclaimers

THE PLATFORM AND THE PROTOCOL ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. DEFUSION EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DEFUSION MAKES NO WARRANTY OF ANY KIND THAT THE PROTOCOL, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE AVAILABLE AT ANY TIME OR IN ANY GEOGRAPHIC LOCATION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER THE PROTOCOL, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. DEFUSION MAKES NO WARRANTY OR REPRESENTATION THAT THE PROTOCOL DOES NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THAT THE PROTOCOL WILL NOT INCIDENTALLY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY NATURE OF ITS OPERATION. DEFUSION CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USERS DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE PROTOCOL OR THE PLATFORM, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD DEFUSION RESPONSIBLE FOR ANY BREACH OF SECURITY.

DEFUSION MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE FUNCTIONALITY OF THE PLATFORM AND THE PROTOCOL, OR THAT THE PLATFORM AND THE PROTOCOL WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON VICTION NETWORK. THE DURATION OF ANY IMPLIED WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE LONGER OF (I) THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST USE THE APPLICABLE SERVICE AND (II) THE SHORTEST PERIOD ALLOWED UNDER APPLICABLE LAW. SOME STATES/JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE PROTOCOL RELIES ON EMERGING TECHNOLOGIES, SUCH AS VICTION NETWORK OR ANY OTHER NETWORK, AND THIRD PARTY DECENTRALIZED EXCHANGES. THE PROTOCOL IS SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY INTERACTING WITH THE PROTOCOL, YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. DEFUSION 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 DIGITAL TOKEN OR DIGITAL ASSET ON VICTION NETWORK OR ANY OTHER NETWORK, AND DEFUSION MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

  1. Acknowledgment of Certain Risks; Other Disclaimers; Release of Claims

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: (I) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS IN THE PROCESSING OF DIGITAL ASSETS THAT YOU MAY EXPERIENCE WHILE USING THE PROTOCOL OR THE PLATFORM; (II) THE RISK OF FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS; (III) THE RISK OF MALICIOUS SOFTWARE BEING INTRODUCED OR FOUND IN THE SOFTWARE UNDERLYING THE WALLET; (IV) THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET, INCLUDING, BUT NOT LIMITED TO YOUR WALLET ADDRESS, PRIVATE KEY, AND SECRET PHRASE; AND (V) THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE APPLICABLE BLOCKCHAIN NETWORKS.

YOU UNDERSTAND THAT VICTION NETWORK (AND ALL OTHER NETWORKS WITH WHICH THE PROTOCOL OR THE PLATFORM MAY BE COMPATIBLE) REMAINS UNDER DEVELOPMENT, WHICH CREATES TECHNOLOGICAL AND SECURITY RISKS WHEN INTERACTING WITH THE PROTOCOL IN ADDITION TO UNCERTAINTY RELATING TO DIGITAL ASSETS AND TRANSACTIONS THEREIN. YOU ACKNOWLEDGE THAT THE COST OF TRANSACTING ON VICTION NETWORK IS VARIABLE AND MAY INCREASE AT ANY TIME, THEREBY IMPACTING ANY ACTIVITIES TAKING PLACE ON VICTION NETWORK, WHICH MAY RESULT IN PRICE FLUCTUATIONS OR INCREASED PRICES FOR USING THE PROTOCOL.

INTERACTION WITH THE PROTOCOL OR THE PLATFORM, IN PARTICULAR FOR TRADING DIGITAL ASSETS, MAY CARRY FINANCIAL RISK. DIGITAL ASSETS ARE, BY THEIR NATURE, HIGHLY EXPERIMENTAL, RISKY, AND VOLATILE. TRANSACTIONS ENTERED INTO IN CONNECTION WITH THE PROTOCOL ARE IRREVERSIBLE, FINAL AND THERE ARE NO REFUNDS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL ACCESS AND INTERACT WITH THE PROTOCOL AT YOUR OWN RISK. THE RISK OF LOSS IN TRADING DIGITAL ASSETS CAN BE SUBSTANTIAL. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. BY USING THE PROTOCOL, YOU REPRESENT AND WARRANT THAT YOU HAVE BEEN, ARE, AND WILL BE SOLELY RESPONSIBLE FOR MAKING YOUR INDEPENDENT APPRAISAL AND INVESTIGATIONS INTO THE RISKS OF A GIVEN TRANSACTION AND THE UNDERLYING DIGITAL ASSETS. YOU REPRESENT THAT YOU HAVE SUFFICIENT KNOWLEDGE, MARKET SOPHISTICATION, PROFESSIONAL ADVICE, AND EXPERIENCE TO MAKE YOUR EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION CONDUCTED IN CONNECTION WITH THE PROTOCOL OR ANY DIGITAL ASSET. YOU ACCEPT ALL CONSEQUENCES OF INTERACTION WITH THE PROTOCOL, INCLUDING THE RISK THAT YOU MAY LOSE ACCESS TO YOUR DIGITAL ASSETS INDEFINITELY. ALL TRANSACTION DECISIONS ARE MADE SOLELY BY YOU. NOTWITHSTANDING ANYTHING IN THESE TERMS, WE ACCEPT NO RESPONSIBILITY WHATSOEVER FOR, AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH, YOUR USE OF THE PROTOCOL FOR PERFORMING DIGITAL ASSET TRANSACTIONS.

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

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

  1. Limitation of liability

IN NO EVENT SHALL DEFUSION NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY LOSSES REALIZED OR DEMANDED OF USERS RELATED TO USERS’ ACCESS TO OR INTERACT WITH OF THE PROTOCOL, INCLUDING ANY LOSSES FOR INTELLECTUAL PROPERTY INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF DEFUSION FOR DAMAGES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO DEFUSION FOR USE OF THE PROTOCOL OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO DEFUSION, AS APPLICABLE.

IN NO EVENT SHALL DEFUSION NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR INTERACT WITH THE PROTOCOL, INCLUDING, BUT NOT LIMITED TO: ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PROTOCOL OR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN DEFUSION SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH the PROTOCOL BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION); (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; AND (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

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

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

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

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

  1. Privacy Policy

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

  1. Future changes to the Platform and the Protocol

We are always working to improve the Platform and the Protocol, so our Platform and the Protocol may change over time. We may suspend or discontinue any part of the Platform and the Protocol or we may introduce new features or impose limitations on certain features or restrict access to part or all the Platform and the Protocol.

  1. Resolving Disputes; Binding Arbitration

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

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

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

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

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

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

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

  1. Governing Law

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

  1. Termination

Notwithstanding the foregoing, we may suspend or terminate your access to the Protocol at any time in connection with any transaction as required by applicable law, any Governmental Authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party service provider at our sole discretion, at any time and without notice to you. Such suspension or termination shall not constitute a breach of these Terms by DeFusion. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Protocol. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from Protocol.

You may cease to access the Platform and interact with the Protocol at any time. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation, or cancellation of the Protocol, the following Sections will survive: 1, 2, 5, 6, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19 and 20.

  1. Severability

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

  1. Injunctive Relief

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

  1. Miscellaneous

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

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

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