Not all persons are permitted to use Share. In addition to the other requirements described in these Terms, you represent, warrant, and agree that currently and for the entirety of your use of Share:

• You are not a resident, citizen, national, located in, incorporated or organized in, have a registered office in, or are an agent of Algeria, Bolivia, Belarus, Burma (Myanmar), Cote D'Ivoire (Ivory Coast), the Crimea Region, Cuba, Democratic Republic of Congo, Donetsk Iran, Iraq, Ivory Coast, Liberia, Libya, Luhansk, Mali, North Korea, Russia, Sudan, Syria, Tunisia, Venezuela, Yemen, Zimbabwe, or any other country or region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, these territories are “Restricted Territories”), nor are you a person owned, controlled, or acting on behalf of any such person (collectively, “Restricted Territory Person”).

• You are not an individual listed on sanctions list or equivalent maintained by the United States (such as by such as the United States of American Department of Treasury’s Office of Foreign Assets Control (“OFAC”)), the United Kingdom, the European Union, Canada, or the Cayman Islands, which shall include anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List (collectively, “Sanctions List Person”), or a resident or individual located in any country or jurisdiction that restricts access to or prohibits the use of Digital Assets (collectively, together with Restricted Territory Persons, Sanctions List Persons, “Restricted Persons”).

• If you are a Restricted Person, you acknowledge that you are breaching these Terms by accessing the Site or otherwise engaging with Share.

The Share platform is a digital community platform that enables users to share their User Content. Share allows you to, amongst other things, view, interact with, take actions, create, or otherwise manipulate information related to activities occurring on blockchains and to share your blockchain-related activities on the Site. Using Share, you may upload User Content to our servers and the servers of third parties engaged by us, manage, browse, and display Digital Asset (see definition below) holdings, transactions, and other similar content, and use other functionalities made available by Share.

When you create an account on the Share platform via your Apple ID (“Account”), you will have a proprietary “Share” crypto wallet (“Share Wallet”) automatically created and associated with your Account. You may also link third-party wallets (not proprietary to Share XYZ, such as MetaMask wallets) to your Account. Please note, we do not have custody or control over your Share Wallet, third-party wallet, any Digital Assets, or blockchains you or other users may interact with. For more information on Share Wallets, please see Section 7 below.

Your use of Share is subject to limitations. In our sole discretion, we reserve the right to suspend, permanently or temporarily, your use of any part of Share for any reason (or for no reason). We may also remove or refuse to distribute any User Content on the Site, limit distribution or visibility of any User Content, suspend or terminate users, reclaim usernames, and limit Share functionalities for any reason (or for no reason) without liability to you.

As used in these Terms, “Digital Assets” means tokens, coins, or other cryptoassets or similar assets that are created or maintained on distributed ledger systems.

Our Privacy Policy (as amended from time to time, “Privacy Policy”) found here and describes the ways we collect, use, store, and disclose your personal information. We do not disclose personally-identifying information to third parties except in accordance with our Privacy Policy. However, by using Share, you agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy (as amended from time to time), which is incorporated by reference into these Terms.

Regardless of anything else in these Terms, we reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of us, Share users, and the public.

As a condition to accessing or using Share, you represent, warrant, and agree to us the following as of the dates you access the Site and each time you use Share:

1. You are at least 18 years old.

2. You are not a Restricted Person, and your access to the Site and use of Share is not prohibited by and does not otherwise violate or facilitate the violation of any domestic or foreign law (including common law and equity), rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local, or other governmental, regulatory, judicial or administrative authority having jurisdiction over us, you, or the Services, (collectively, “Applicable Law”).

3. You are not a resident, citizen, national, located in, incorporated, or organized in, have a registered office in, or are an agent of any Restricted Territory nor are you otherwise a Restricted Person (or acting in any way on behalf of any Restricted Person). If you are an entity, none of your (or your affiliates) officers, managers, directors, shareholders, or authorized representatives is a Restricted Person, or a resident, citizen, national, located in, incorporated, or organized in, have a registered office in, or are an agent of a Restricted Territory.

4. You do not intend to and will not transact or facilitate any transaction with, for, or on behalf of any Restricted Person.

5. You are not owned or controlled, directly or indirectly, by any Restricted Person.

6. You are not using, and will not, use a virtual private network (or “VPN”), multiple API keys, direct traffic through multiple IP addresses, or use other mechanism to obfuscate the source of traffic or utilize any other privacy or anonymization tools in connection with data you send to Share or to circumvent, or attempt to circumvent, Applicable Law, or the provisions of these Terms, including due to being located in a Restricted Territory.

User Content contains statements of the user, not of Share XYZ. You are solely responsible for your activity on Share and your User Content and, conversely, we are not responsible for your User Content or others’. You should only provide User Content that you are comfortable sharing with others and comports with these Terms (including the Community Guidelines).

You hereby represent and warrant (that at all times during your use of Share) that your User Content does not, and will not, violate these Terms or Applicable Law. You acknowledge that you assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or your disclosure of User Content that personally identifies you or any third party.

Since we do not control what User Content that a user shares, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by other users. We do not endorse, support, conduct diligence on, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content, or communications made via Share, or endorse any opinions expressed via Share. To further emphasize, we do not endorse, curate or recommend the purchase or sale of any Digital Asset—through Share or otherwise—even if the Digital Asset is affiliated with a party that advertises with us. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by us. If anyone claiming to work for Share XYZ is claiming these things, please report it to us at support@share.xyz.

Additionally, to the extent any other user provides information or gives advice or recommendations, we are not obligated to vet or confirm that information, advice, or recommendation; even if we independently opt to do so in our sole discretion, we assume no obligation to notify or update you, nor to continue to do so.

Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Terms. We are not obligated to back up any of your User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

All User Content, information accessible through Share or provided by us is for informational purposes only and should not be construed as investment, tax, financial, legal, technical, medical, or other professional advice by, or facilitated by, us. Before you make any financial, legal, medical, or other material decisions based on User Content on Share, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

We are not your broker, intermediary, agent, or advisor, and have no fiduciary relationship or obligation with you when you use Share. Share is not a custodial wallet provider, broker, exchange, financial institution, or money services business.

We do not solicit or offer the sale of securities, derivatives, financial instruments, or Digital Assets, nor do we endorse, evaluate, diligence, or recommend any Digital Asset you may see on Share. Users are also not permitted to solicit or offer any security, derivative, other financial instrument, or Digital Asset investment opportunity. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with User Content of another user or third-party. If there is a dispute between you and any other user, we are under no obligation to become involved. You agree that we will not be responsible for any loss or damage incurred as the result of any such transactions.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party by virtue of your use of Share, and that, to the extent any such duties or liabilities may exist under Applicable Law to us, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, to the fullest extent legally permissible. However, this is only to the extent permissible, and nothing in these terms is intended to be a purported disclaimer of non-disclaimable rights under Applicable Law.

While we may, in our own discretion, take actions to remove “bad actors” from Share, we assume no duty to do so and you further agree that the only duties and obligations that we owe you are those set out expressly in these Terms and any unwaivable rights under Applicable Law.

By using Share, you acknowledge that we must comply with Applicable Law. You acknowledge that Applicable Law may require us (or we may decide it is advisable in our discretion) to, upon request by government agencies or otherwise, take certain actions or provide information which we deem necessary, which may not be in your best interests.

Your use of Share is subject to these Terms, including the Community Guidelines and our other policies. You are responsible for your use of and engagement with Share and all User Content is the sole responsibility of the person who originated that User Content. You understand that by using Share, you may be exposed to User Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.

We are not obligated to monitor access to or use of the Services or to review or edit any User Content, but we reserve the right to do so. In turn, you should use or rely on any User Content, or information or advice obtained by you from User Content or other users on Share at your own risk and without assuming that we have reviewed or validated it in any way.

On the terms and conditions set forth in these Terms, we hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services subject entirely to provisions of these Terms, the Privacy Policy, and Applicable Law.

Additionally, You are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site provided that such link does not portray us, our affiliates, or Share in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any illegal materials, or other materials that may be considered offensive, harassing, or otherwise objectionable.

Our grant of such licenses is subject to the following conditions your agreement with the following, which you represent and warrant will be true and complete throughout your use of Share:

1. Unlawful & Prohibited Activity: You agree to use the Services only in a manner that comports with Applicable Law, and you will not use Share if any Applicable Law prohibits you from doing so. You agree that you are solely responsible for and have taken steps to ensure that your use of Share does not violate any Applicable Law. Additionally, you will not engage in any activity that is otherwise unethical or prohibited under these Terms.

2. Export: You agree that you will not export or re-export, directly or indirectly, Share (or any related intellectual property), or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, Share may not be exported or re-exported (a) into any Restricted Territories or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

3. Regulated Digital Assets & Transactions: You agree not to engage in any activity through Share or facilitate any activity through Share that results in the sale or promotion of Digital Assets which are regulated or would require registration or licensing under any Applicable Law. This includes creating, offering, selling, buying, or facilitating the transacting of:

• securities (whether in registered or exempt offerings), derivatives (such as options), real estate interests, debt instruments, or other financial instruments or products;
• Digital Assets or other items that give their owners rights to participate in an “initial coin offerings” or any securities offering, or that are redeemable for securities, derivatives, real estate interests, debt instruments, or other financial instruments or products.

Please also refer to the Commercial, Financial and Paid Content Policy, which is part of these Terms.

4. Technical Conduct: You agree not to engage in any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of Share or computer, server, network, personal device, or other information technology system. This includes:

• the deployment of viruses, worms, or other malicious code (“Malicious Code”);
• denial-of-service attacks,
• attempt to access or search the Services or download content from the Services using any unauthorized or automated means, such as use of any robot, spider, crawler, scraper, data mining tools, or other automated means to extract or export data collected from or through Share, and
• other conduct that imposes, or may impose, an unreasonable or disproportionately large load on the Services or our infrastructure.

5. Private Keys and Passwords: You agree to maintain the security and confidentiality of your private keys associated with any blockchain technology or wallet address, and private Account information that are used in connection with your use of Share.

6. Abusive Activity: You agree not to communicate with other users for inappropriate, illegal, or unethical purposes. This includes:

• User Content that does not comport with the Community Guidelines;
• creating or displaying illegal Content, such as Content that may involve child exploitation;
• sending unsolicited advertising, donation request, or promotion;
• soliciting transactions or activity that would be illegal under Applicable Law;
• engaging in hate speech against, harassing or abusing other users or third parties; and
• interfering with transactions of other users.

7. Gambling & Commercial Use: You agree not to utilize Share (i) to engage in or promote any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance, or (ii) for commercial purposes inconsistent with these Terms (including the Commercial and Paid Content Policy), or other agreements with us, in either case without our express written permission.

8. Taxes: You acknowledge that Share is not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (collectively, “Taxes”), that may apply to your transactions or use of Share. You agree that you are solely responsible for determining what, if any, Taxes apply to your Digital Assets, use of Share or other transactions and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities and that we are not responsible for determining, withholding, collecting, reporting, or remitting the Taxes that apply to your Digital Assets or transactions. In the event we owe Taxes due to your actions, you agree to indemnify and hold us harmless.

9. Intellectual Property Infringement: You agree not to (i) engage in activities involving content that infringes or violates any copyright, trademark, patent, right of publicity or privacy or any other proprietary intellectual property right under the law; (ii) use User Content from Share without express written consent from the owner of the content; or (iii) engage in any action that implies an untrue endorsement or affiliation with Share.

10. User Content: You agree to not engage in any copying, modification, or otherwise appropriation of Share, other user’s User Content, or any material owned by us as part of your use Share without express written permission from us for the proposed copying, modification, or appropriation or to violate these Terms.

You acknowledge and agree that each of the representations, warranties, and agreements shall be true during the entire period of these Terms and your use of Share.

If you are unsure whether a contemplated use would violate these Terms of Use, please contact us at contact@share.xyz.

Please note that when you post or engage with User Content, it is in connection with blockchain technology, which provides transparency into activities on the blockchain. We do not control or operate any underlying blockchains (or any of their respective versions), or any smart contracts deployed on any blockchains. We are not responsible for any information you make public on blockchain technology, even if it is posted as User Content on Share. While we may remove User Content, we do not control data on blockchains and cannot reverse or obscure the underlying activity or transaction.

Share may make available to you certain public data and other information (including information derived from public blockchain records or information that we obtain from our agents). Share makes this information available to you as a service for your convenience; however, Share XYZ neither endorses nor approves any such information. Share XYZ neither (1) guarantees the accuracy, timeliness, or completeness of any such information, nor (2) warrants any results from your use or reliance on such information. You agree that you use any such information at your own risk.

You agree that neither Share XYZ nor its agents (including independent contractors or other service providers) will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any such information on Share. We do not endorse, support, conduct diligence on, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information on any blockchain. You agree that you will neither redistribute nor facilitate the redistribution of any such information, nor will you provide access to such information to anyone who is not authorized by us to receive such information.

Moreover, your public key and wallet address (which are needed to interact with a blockchain), as well as your profile and wallet holdings (including Share Wallet holdings), are visible to anyone. If your public key or wallet address can be linked back to you (such as by your linking them to your Account), it would be possible for someone to determine your identity and the Digital Assets in, and the activities associated with, your wallet.

We bear no responsibility for the functionality or integrity of any underlying blockchain, decentralized storage solution, smart contracts deployed on the underlying blockchain, or distributed ledger network associated with any User Content or Digital Asset that you may wish to share User Content relating to. Since we cannot guarantee the functionality of any underlying blockchain, or distributed ledger, and in no way can be held responsible for failures that occur on the underlying blockchain due to, but not limited to, the following occurrences: network downtime, soft forks, hard forks, merges, DAO votes, 50%+1 attacks, double-spending instances or bugs, consensus failures, distributed denial of service attacks, key loss, key theft, wallet bugs, wallet code failure, and the like. In turn, we are unable to guarantee that all Share features will operate as intended or that any User Content will necessarily display or otherwise be presented via Share as intended.

Similarly, we cannot guarantee the functionality of Share features and services that are managed by third parties that we may work with. From time to time, we may work with third parties to facilitate Share and may rely on third-party platforms, service providers, and vendors. We do not guarantee that third parties that we may work with will perform the functions those parties are intended to do as intended. Consequently, we are not responsible for the functionality of third-party systems that may be necessary to facilitate Share. Accordingly, we cannot be held liable if Share ceases to function, or never functions, as intended due to errors of third-parties or that may occur on the underlying blockchains that Share may depend upon.

We also cannot be held liable for errors related to decentralized storage solutions that may be employed by users, us, or other affiliated third-parties, or otherwise that may occur and result in the malfunction of Share.

The Services and User Content may contain links or functionality to, or access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (such as DEXs, SDKs, applications, and infrastructure) (collectively, together with Third-Party Websites and Third-Party Applications, “Third-Party Materials”).

When you click on a link to, access, or use a Third-Party Website or Third-Party Application, though we may not warn you that you have left Share, you may be subject to the terms and conditions (including privacy policies) of another website or destination. We do not provide those terms on our Services, and your failure to comply with them may result in loss of access to those services or legal liability. Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of us and may be “open” applications for which no recourse is possible. We are not responsible for or liable for any Third-Party Websites, Third-Party Applications, or Third-Party Materials.

You use all Third-Party Websites, Third-Party Applications, and other Third-Party Materials at your own risk. We may provide links to Third-Party Websites and Third-Party Applications only as a convenience and do not review, recommend, approve, monitor, endorse, warrant, or make any representations on information with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials, including without limitation, accuracy of data which is provided on an “as is” basis, nor does the opinion, advice, or information of any third-party reflect those of Share XYZ. We do not control or endorse any Third-Party Materials and are not responsible for their quality, security, accuracy, reliability, or availability. You agree that your use of such third-party services is at your own risk and that we are not liable for any losses or damages arising from your use of or reliance on Third-Party Materials.

We endeavor to improve transparency by including the “hops” feature, which validates accuracy of hyperlinks to Third-Party Websites (“Hops”) where the user may be able to acquire a non-fungible token they see on Share. However, this feature does not diminish the disclaimers above. In particular, (i) we cannot guarantee the functionality of “Hops”, and, and (ii) we do not represent, warrant, or guarantee the safety of any Third-Party Website or other Third-Party Materials. Furthermore, the Hops feature should not be interpreted as an endorsement, support, diligence on, representation, or guarantee by Share XYZ of the safety, completeness, truthfulness, accuracy, or reliability of any Third-Party Websites, Third-Party Applications, or Third-Party Materials. To avoid any doubt, we note that the Hops feature is subject to the “Disclaimers” and “Limitation of Liability” sections below, and other similar provisions of these Terms.

When you create an Account, a Share Wallet is created for you that is capable of holding certain Digital Assets. While you can link other wallets to your profile, you will still have a Share Wallet, which is associated with your Profile.

You will be required to sign up for your Account via your Apple ID. You promise to provide us with accurate, complete, and updated registration information about yourself. You agree that you will not set up an Account with the intent to impersonate another person.

When your Share Wallet is created, an encryption key is generated. This is a random sequence of phrases, characters, or numbers (“Code”) that help create a private key from which a Share Wallet can be derived. Control over this private key is mediated either by ownership of an approver key or by proving you are its rightful owner (based on authentication through the appropriate services or knowledge of a password set to safeguard the key).

Currently, Share does not enable you to download your Code, however, we intend to add this feature in the future. Until that feature is enabled and you actually download and secure your Code directly, access to your Share Wallet and any Digital Assets therein will be solely dependent upon your control over and access to your Apple ID account. You are responsible for storing and safeguarding the Code (once download-enabled), any passwords, private keys, recovery phrases and other credentials associated with the use of your Share Wallet (“Credentials”), and you agree to use commercially reasonable efforts to prevent unauthorized access to, or use of, Wallets and all other accounts through the Services.

Please note that we do not store any Share Wallet in any Share XYZ system, and never have access to your Code, approver keys, or recovery phrase. You acknowledge that we only provide self-custodial wallets, and we do not store or have access to your Share Wallets, Credentials, or assets contained in any Share Wallet. Accordingly, we cannot assist with retrieving any such Credentials.

Signatures for your Share Wallet can only be generated with you logged into Share. Any unauthorized access to your Share Wallet could result in the loss or theft of any asset held in the Share Wallet. If you notice any unauthorized or suspicious activity in your Share Wallet or accounts that are related or linked to the Services, you should notify us immediately by emailing us. We are not a custodian of your Share Wallet or Credentials, and do not have the power to make any transactions on your behalf, nor reverse any transaction that has occurred. Neither we nor our employees will ever ask you for information about your Code or other details that could be used to take custody of your Wallet. You are responsible for the acts and omissions of any person who accesses your account or Share Wallet provided through the Services.

Please note: While we do not control your Share Wallet, we can suspend you from Share, thereby limiting your access to your Share Wallet. Depending on why a user is suspended, we may or may not (in our sole discretion) assist you in recovering your Account, and thereby recovering your Share Wallet and its contents. If a user is a Restricted Person, we do not intend to assist that user in recovering their Account (and thereby, Share Wallet).

The Share Wallet is not compatible with every Digital Asset. At the current time, the Share wallet is compatible with ERC-20 tokens on Ethereum and Base, SPL tokens on Solana, ETH, and SOL. We are not liable to you for errors relating to Digital Asset non-compatibility with Share Wallets.

If you notice any unauthorized or suspicious activity in wallets that are related or linked to the Services, please notify us immediately at support@share.xyz. However, we shall have no duty or obligation to assist you in connection with such activity related to a Digital Wallet, including if you are unable to locate your Credentials.

The Services facilitate access to and interaction with Third-Party Materials, such as decentralized exchanges ("DEXs") and other technologies, including third-party smart contracts. We do not control these Third-Party Materials and expressly disclaim any liability and responsibility arising from your use of these services. We also do not execute or settle purchases, transfers, or sales of Digital Assets or validations of Digital Asset transactions.

Although this integration with DEXs allows you to acquire a Digital Asset via Share, it does not mean:

• That we are the counterparty to any transaction, or that we know who the counterparty to any transaction is. We do not guarantee the settlement of any transaction nor the function of any DEX or its technical integration or compliance with Applicable Law.
• That we have reviewed, diligenced, or analyzed any particular Digital Asset, nor that we endorse any Digital Asset (even if it is affiliated with a User or party that advertises with us). 
• That we control any DEX or related protocol, or have any ability to recover any Digital Asset or funds lost due to technical errors or other issues with any DEX or technical integration.  
• That we will assist you in event of any loss on a Digital Asset swap (whether by technical error, resale for a lower price, or otherwise).

In trading on a DEX, you are assuming all risks relating to this use, both commercially and as related to Applicable Law. We provide no guarantees regarding Third-Party Materials or their quality, accuracy, uptime, availability, or the results of using them, even if accessed via our Services.

Share Fees: As part of the Commerce Feature, we charge a fee of 1% for purchase and sale transactions conducted through the Services, on a per-transaction basis, based on the price that the Digital Asset settles (before the application of any fees) (“Share Fee”). Share Fees apply only to token swaps executed on third-party exchanges accessed via the Services. We may post information about our fees on our Site or through the Services, but we do not guarantee to provide fee information prior to engaging in transactions. Our fees are subject to change at any time without notice, even after providing an estimate.

Copy-Trade Fees: When a user posts User Content describing an action, an opportunity arises for other users that view the action to “copy-trade” by clicking on the User Content post and swapping to acquire the Digital Asset that is the subject of the User Content (“Copy-Trade”). In a Copy-Trade, the user that posted the original User Content (“Originating User”) will be entitled to 50% of the Share Fee attributable to the Copy-Trade (“Copy-Trade Fee”), which is automatically sent to the Originating User via smart contract.

Users should note that the Copy-Trade Fee feature cannot be turned off by a User, and therefore, any time that you post User Content regarding a Digital Asset that is integrated to swap, Copy-Trade Fees could be received. Copy-Trade Fees are received at their own risk. Any breach of Applicable Law or Taxes that arise as a result of accepting Copy-Trade Fees are the sole responsibility of the Originating User.

Furthermore, Share XYZ disclaims any responsibility for any errors or other issues that arise in the Originating User’s failure to obtain the Copy-Trade Fee (whether by technical issue or otherwise), and Share XYZ will not reimburse or otherwise “make whole” the Originating User. Furthermore, we may discontinue Copy-Trade Fees at any time, for any reason, without notifying you and without any liability to you.

Other Fees: You may also incur fees payable to third parties, which we will not disclose or be responsible for, such “gas” or other transaction fees. Third-party fees may vary and change.

Under no circumstances shall we incur any liability related to fees charged by third parties or in connection with such Third-Party Materials. You hereby release us and hold harmless the Share Parties from any and all liability associated with fees related to the Services, including unpaid Copy-Trade Fees, or your use of third-party technologies connected to or available through the use of the Services.

You cannot use a service provider in connection with your use of Share unless the service provider first agrees in writing to: (i) use Share solely for you and at your direction in order to provide services you requested in a manner that is consistent with these Terms and Applicable Law, all other applicable terms and policies, and your privacy policy, and for no other individual or entity and for no other purpose, including for the service provider’s own purposes, and (ii) in the event the service provider engages another service provider (“Sub-Service Provider”) in order to provide the services requested, ensure the Service Provider requires the Sub-Service Provider in writing to comply with the above requirements, and (iii) agrees to these Terms.

You must ensure that any service provider and Sub-Service Provider complies with these Terms and all other applicable terms and policies as if they were in your place, and you are responsible for their acts and omissions, including their noncompliance. Providing a service provider, or any other third-party, with access to your Account risks their unauthorized use or theft of the Digital Assets in your Share Wallet.

When you cease using a service provider or Sub-Service Provider, you must ensure they immediately cease using Share and promptly delete all Share data in their possession or control.

Upon our request, you must provide a list of your service provider and Sub-Service Providers including up-to-date contact information for each, the types and volume of Share data shared, and proof of written agreements with your service providers to demonstrate compliance with this Section.

We may prohibit your use of any service provider or Sub-Service Provider for any reason. Promptly upon such notice, you must stop using that service provider or Sub-Service Provider in connection with your use of Share or processing of Share data.

You are solely responsible for your use of Share, your User Content and for any information you provide, including compliance with Applicable Law, as well as these Terms, including the User Conduct requirements outlined above.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, or authority necessary to grant the rights granted herein for any use of Share.

You retain your rights to any User Content you submit, post or display on or through Share. What’s yours is yours — you own your User Content. Your incorporated audio, photos and videos are considered part of your User Content).

By submitting, posting or displaying User Content on or through Share, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed (for clarity, these rights include, for example, curating, transforming, and translating). This license authorizes us to make your User Content available to the rest of the world and to let others do the same. You agree that this license includes the right for us to provide, promote, and improve Share and to make User Content submitted to or through Share available to other companies, organizations or individuals for the syndication, broadcast, distribution, repost, promotion or publication of such User Content on other media and services, subject to our terms and conditions for such User Content use. Such additional uses by us, or other companies, organizations or individuals, is made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through Share as the use of Share by you is hereby agreed as being sufficient compensation for the User Content and grant of rights herein.

You cannot modify, translate, create derivative works of, or reverse engineer our products or their components. You cannot use a domain name or URL in your username without our prior written consent.

Share respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property rights of any person. Share will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and these Terms, including removing or disabling access to content claimed to be infringing or terminating accounts and access to the Site.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to give notification to us/Share concerning alleged copyright infringement. When an effective DMCA notification is received, we respond under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the party responsible for minting the removed content so that a Counter-notification may be filed if applicable. On receiving a valid Counter-notification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA Take-Down Notice or Counter-notification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any Content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly.
• Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
• A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that information or an activity on the Site is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Responding to a DMCA Notice with a Counter-Notification

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information (see 17 U.S.C. § 512 for further detail):

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit your DMCA Take-Down Notices and Counter Notifications to us by email at the following email address: contact@share.xyz the following subject/heading for the email: “Share DMCA Take Down Notification.”

DMCA Notices Must Comply With These Requirements

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Share [XYZ] Inc. and limits the manner in which you can seek relief from us.

To the fullest extent permitted by applicable law: You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site, Share, any products or services by us relating to Share , or any aspect of your relationship with Share or Share XYZ shall be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Share may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York City, administered by JAMS and conducted in English, rather than in court.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to: (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and Share; (4) grant motions dispositive of all or part of any claim; and (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND SHARE ARE EACH WAIVING THEIR RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with us or your stopping your use of Share.

We may revise these Terms from time to time. If we make a change to these Terms that, in our sole discretion, is material, we will take steps to notify all users by a notice on the Site. By continuing to access the Site or use Share after those changes become effective, you agree to be bound by the revised Terms. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use Share.

You accept and acknowledge:

• That these Terms contain significant disclaimers, waivers of liability, and indemnities in favor of Share XYZ.
• Share XYZ does not provide legal, tax, regulatory, financial, accounting, medical, or other advice, and you assume the obligation to engage, or assume the risk of not engaging, appropriate professionals when taking actions on or relating to Share.
• The regulatory regime governing blockchain technologies, Digital Assets, and related products and activities is uncertain and evolving, and new regulations or policies may materially and adversely affect the development of Share, and of Digital Assets generally. There may be uncertain liabilities relating to the application of Applicable Law, which are specific to certain Digital Assets and collectively as an industry sector.
• Prices of Digital Assets and the validation of Digital Assets are subject to volatility and fluctuations. The fact that one user may have profited from acquiring a Digital Asset does not necessarily indicate that you will do the same. Digital Assets involve significant risk, including the loss of some or all of your Digital Assets, your wallets, or the value of Digital Assets.
• You represent and warrant that you are sufficiently knowledgeable about blockchain technology to utilize Share such that you are able to understand the risks assumed when transacting in Digital Assets.
• There are risks associated with using internet and blockchain based products, including the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Share will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using Share or any Blockchain network, however caused.

YOUR ACCESS TO AND USE OF SHARE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT SHARE, INCLUDING ANY SUPPLEMENTAL SERVICES WE MAY OFFER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND AGENTS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER SHARE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF SHARE SAFE, WE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT OUR OR OUR SITE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY RECOMMENDATIONS WITH RESPECT TO THE VALUE OR FITNESS OF SHARE, ANY PARTICULAR DIGITAL ASSETS(S), OR ANY THIRD-PARTY MATERIALS OR OTHER SHARE FUNCTIONS THAT A USER MAY INTERACT WITH THROUGH SHARE OR OTHERWISE IN CONNECTION WITH YOUR USE OF SHARE.

WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM US OR THROUGH SHARE, 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 US RESPONSIBLE FOR ANY BREACH OF SECURITY.

NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH ANY BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT. DIGITAL ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). WE CANNOT GUARANTEE, EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSET OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you or may only partly apply.

To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless us, our affiliates and our and our affiliates’ respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the “Share Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including reasonable attorneys’ fees and expenses) and costs (including 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”), including damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use or misuse of Share, (b) your violation of these Terms, (c) your violation of the rights of a third party, including another user, (d) any intellectual property disputes relating to your use of Share; and (e) violations of Applicable Law.

You agree to promptly notify the Share Parties of any third-party Claims and cooperate with the Share Parties in defending such Claims. You further agree that the Share Parties shall have control of the defense or settlement of any third-party Claims.

This indemnity is in addition to, and not in substitution of, any other indemnities set forth in any other written agreement between you and us.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PRIVY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY MATTER BEYOND OUR REASONABLE CONTROL, (D) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE SHARE, (E) ANY USER CONDUCT OR CONTENT OF ANY THIRD PARTY ON SHARE, INCLUDING ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (F) ANY USER CONTENT OBTAINED FROM THE SERVICES; (G) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT; OR (H) LOSSES YOU MAY HAVE AS A RESULT OF TRANSACTIONS CONDUCTED VIA SHARE

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SHARE PARTIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST THREE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE OR OUR AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OR MISUSE OF SHARE, INCLUDING TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST SHARE OR DIGITAL ASSETS; OR (E) USER CONTENT.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON USER CONTENT, MATERIAL OR INFORMATION, CONTAINED ON SHARE OR ACCESSED VIA THE SERVICES.

NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY FEATURES OF SHARE.

YOU HEREBY RELEASE AND FOREVER DISCHARGE US AND THE OTHER SHARE PARTIES FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SERVICES OR THE SITE (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER USERS OR ANY THIRD-PARTY MATTERIALS OR ADVERTISEMENTS).

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to certain personal injury claims.

Notwithstanding anything to the contrary in these Terms, neither the foregoing nor any other Section is not an attempt to waive any claims that are not waivable by law.

These Terms and your access to and use of Share shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in these Terms or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York City in the State of New York, and the United States, respectively, sitting in the New York.

If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically.

Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your ability to access Share (or any part of Share) or your User Content at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

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.

You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall, to the fullest extent permitted by applicable law, 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.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Share or you. Termination will not limit any of Share’s other rights or remedies at law or in equity.

The Services and these Terms may be amended or be supplemented over time to include additional rules and policies. The Community Guidelines, Privacy Policy and other Share policies are expressly part of these Terms, and you agree to use Share in compliance with the Terms, including those policies, as they may be amended or supplemented over time.

Except as set forth herein, these Terms constitute the entire agreement between you and us relating to your access to and use of Share. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of us, and our 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.

Share is operated by us from the United States. Those who choose to access Share locations outside the United States do so at their own initiative and are responsible for compliance with local Applicable Law. You and Share XYZ agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

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

If you have questions concerning these Terms, or you notice any bugs, errors or violations please feel free to send us an email at: contact@share.xyz.

Not all persons are permitted to use Share. In addition to the other requirements described in these Terms, you represent, warrant, and agree that currently and for the entirety of your use of Share:

• You are not a resident, citizen, national, located in, incorporated or organized in, have a registered office in, or are an agent of Algeria, Bolivia, Belarus, Burma (Myanmar), Cote D'Ivoire (Ivory Coast), the Crimea Region, Cuba, Democratic Republic of Congo, Donetsk Iran, Iraq, Ivory Coast, Liberia, Libya, Luhansk, Mali, North Korea, Russia, Sudan, Syria, Tunisia, Venezuela, Yemen, Zimbabwe, or any other country or region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, these territories are “Restricted Territories”), nor are you a person owned, controlled, or acting on behalf of any such person (collectively, “Restricted Territory Person”).

• You are not an individual listed on sanctions list or equivalent maintained by the United States (such as by such as the United States of American Department of Treasury’s Office of Foreign Assets Control (“OFAC”)), the United Kingdom, the European Union, Canada, or the Cayman Islands, which shall include anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List (collectively, “Sanctions List Person”), or a resident or individual located in any country or jurisdiction that restricts access to or prohibits the use of Digital Assets (collectively, together with Restricted Territory Persons, Sanctions List Persons, “Restricted Persons”).

• If you are a Restricted Person, you acknowledge that you are breaching these Terms by accessing the Site or otherwise engaging with Share.

The Share platform is a digital community platform that enables users to share their User Content. Share allows you to, amongst other things, view, interact with, take actions, create, or otherwise manipulate information related to activities occurring on blockchains and to share your blockchain-related activities on the Site. Using Share, you may upload User Content to our servers and the servers of third parties engaged by us, manage, browse, and display Digital Asset (see definition below) holdings, transactions, and other similar content, and use other functionalities made available by Share.

When you create an account on the Share platform via your Apple ID (“Account”), you will have a proprietary “Share” crypto wallet (“Share Wallet”) automatically created and associated with your Account. You may also link third-party wallets (not proprietary to Share XYZ, such as MetaMask wallets) to your Account. Please note, we do not have custody or control over your Share Wallet, third-party wallet, any Digital Assets, or blockchains you or other users may interact with. For more information on Share Wallets, please see Section 7 below.

Your use of Share is subject to limitations. In our sole discretion, we reserve the right to suspend, permanently or temporarily, your use of any part of Share for any reason (or for no reason). We may also remove or refuse to distribute any User Content on the Site, limit distribution or visibility of any User Content, suspend or terminate users, reclaim usernames, and limit Share functionalities for any reason (or for no reason) without liability to you.

As used in these Terms, “Digital Assets” means tokens, coins, or other cryptoassets or similar assets that are created or maintained on distributed ledger systems.

Our Privacy Policy (as amended from time to time, “Privacy Policy”) found here and describes the ways we collect, use, store, and disclose your personal information. We do not disclose personally-identifying information to third parties except in accordance with our Privacy Policy. However, by using Share, you agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy (as amended from time to time), which is incorporated by reference into these Terms.

Regardless of anything else in these Terms, we reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of us, Share users, and the public.

As a condition to accessing or using Share, you represent, warrant, and agree to us the following as of the dates you access the Site and each time you use Share:

1. You are at least 18 years old.

2. You are not a Restricted Person, and your access to the Site and use of Share is not prohibited by and does not otherwise violate or facilitate the violation of any domestic or foreign law (including common law and equity), rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local, or other governmental, regulatory, judicial or administrative authority having jurisdiction over us, you, or the Services, (collectively, “Applicable Law”).

3. You are not a resident, citizen, national, located in, incorporated, or organized in, have a registered office in, or are an agent of any Restricted Territory nor are you otherwise a Restricted Person (or acting in any way on behalf of any Restricted Person). If you are an entity, none of your (or your affiliates) officers, managers, directors, shareholders, or authorized representatives is a Restricted Person, or a resident, citizen, national, located in, incorporated, or organized in, have a registered office in, or are an agent of a Restricted Territory.

4. You do not intend to and will not transact or facilitate any transaction with, for, or on behalf of any Restricted Person.

5. You are not owned or controlled, directly or indirectly, by any Restricted Person.

6. You are not using, and will not, use a virtual private network (or “VPN”), multiple API keys, direct traffic through multiple IP addresses, or use other mechanism to obfuscate the source of traffic or utilize any other privacy or anonymization tools in connection with data you send to Share or to circumvent, or attempt to circumvent, Applicable Law, or the provisions of these Terms, including due to being located in a Restricted Territory.

User Content contains statements of the user, not of Share XYZ. You are solely responsible for your activity on Share and your User Content and, conversely, we are not responsible for your User Content or others’. You should only provide User Content that you are comfortable sharing with others and comports with these Terms (including the Community Guidelines).

You hereby represent and warrant (that at all times during your use of Share) that your User Content does not, and will not, violate these Terms or Applicable Law. You acknowledge that you assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or your disclosure of User Content that personally identifies you or any third party.

Since we do not control what User Content that a user shares, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by other users. We do not endorse, support, conduct diligence on, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content, or communications made via Share, or endorse any opinions expressed via Share. To further emphasize, we do not endorse, curate or recommend the purchase or sale of any Digital Asset—through Share or otherwise—even if the Digital Asset is affiliated with a party that advertises with us. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by us. If anyone claiming to work for Share XYZ is claiming these things, please report it to us at support@share.xyz.

Additionally, to the extent any other user provides information or gives advice or recommendations, we are not obligated to vet or confirm that information, advice, or recommendation; even if we independently opt to do so in our sole discretion, we assume no obligation to notify or update you, nor to continue to do so.

Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Terms. We are not obligated to back up any of your User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

All User Content, information accessible through Share or provided by us is for informational purposes only and should not be construed as investment, tax, financial, legal, technical, medical, or other professional advice by, or facilitated by, us. Before you make any financial, legal, medical, or other material decisions based on User Content on Share, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

We are not your broker, intermediary, agent, or advisor, and have no fiduciary relationship or obligation with you when you use Share. Share is not a custodial wallet provider, broker, exchange, financial institution, or money services business.

We do not solicit or offer the sale of securities, derivatives, financial instruments, or Digital Assets, nor do we endorse, evaluate, diligence, or recommend any Digital Asset you may see on Share. Users are also not permitted to solicit or offer any security, derivative, other financial instrument, or Digital Asset investment opportunity. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with User Content of another user or third-party. If there is a dispute between you and any other user, we are under no obligation to become involved. You agree that we will not be responsible for any loss or damage incurred as the result of any such transactions.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party by virtue of your use of Share, and that, to the extent any such duties or liabilities may exist under Applicable Law to us, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, to the fullest extent legally permissible. However, this is only to the extent permissible, and nothing in these terms is intended to be a purported disclaimer of non-disclaimable rights under Applicable Law.

While we may, in our own discretion, take actions to remove “bad actors” from Share, we assume no duty to do so and you further agree that the only duties and obligations that we owe you are those set out expressly in these Terms and any unwaivable rights under Applicable Law.

By using Share, you acknowledge that we must comply with Applicable Law. You acknowledge that Applicable Law may require us (or we may decide it is advisable in our discretion) to, upon request by government agencies or otherwise, take certain actions or provide information which we deem necessary, which may not be in your best interests.

Your use of Share is subject to these Terms, including the Community Guidelines and our other policies. You are responsible for your use of and engagement with Share and all User Content is the sole responsibility of the person who originated that User Content. You understand that by using Share, you may be exposed to User Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.

We are not obligated to monitor access to or use of the Services or to review or edit any User Content, but we reserve the right to do so. In turn, you should use or rely on any User Content, or information or advice obtained by you from User Content or other users on Share at your own risk and without assuming that we have reviewed or validated it in any way.

On the terms and conditions set forth in these Terms, we hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services subject entirely to provisions of these Terms, the Privacy Policy, and Applicable Law.

Additionally, You are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site provided that such link does not portray us, our affiliates, or Share in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any illegal materials, or other materials that may be considered offensive, harassing, or otherwise objectionable.

Our grant of such licenses is subject to the following conditions your agreement with the following, which you represent and warrant will be true and complete throughout your use of Share:

1. Unlawful & Prohibited Activity: You agree to use the Services only in a manner that comports with Applicable Law, and you will not use Share if any Applicable Law prohibits you from doing so. You agree that you are solely responsible for and have taken steps to ensure that your use of Share does not violate any Applicable Law. Additionally, you will not engage in any activity that is otherwise unethical or prohibited under these Terms.

2. Export: You agree that you will not export or re-export, directly or indirectly, Share (or any related intellectual property), or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, Share may not be exported or re-exported (a) into any Restricted Territories or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

3. Regulated Digital Assets & Transactions: You agree not to engage in any activity through Share or facilitate any activity through Share that results in the sale or promotion of Digital Assets which are regulated or would require registration or licensing under any Applicable Law. This includes creating, offering, selling, buying, or facilitating the transacting of:

• securities (whether in registered or exempt offerings), derivatives (such as options), real estate interests, debt instruments, or other financial instruments or products;
• Digital Assets or other items that give their owners rights to participate in an “initial coin offerings” or any securities offering, or that are redeemable for securities, derivatives, real estate interests, debt instruments, or other financial instruments or products.

Please also refer to the Commercial, Financial and Paid Content Policy, which is part of these Terms.

4. Technical Conduct: You agree not to engage in any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of Share or computer, server, network, personal device, or other information technology system. This includes:

• the deployment of viruses, worms, or other malicious code (“Malicious Code”);
• denial-of-service attacks,
• attempt to access or search the Services or download content from the Services using any unauthorized or automated means, such as use of any robot, spider, crawler, scraper, data mining tools, or other automated means to extract or export data collected from or through Share, and
• other conduct that imposes, or may impose, an unreasonable or disproportionately large load on the Services or our infrastructure.

5. Private Keys and Passwords: You agree to maintain the security and confidentiality of your private keys associated with any blockchain technology or wallet address, and private Account information that are used in connection with your use of Share.

6. Abusive Activity: You agree not to communicate with other users for inappropriate, illegal, or unethical purposes. This includes:

• User Content that does not comport with the Community Guidelines;
• creating or displaying illegal Content, such as Content that may involve child exploitation;
• sending unsolicited advertising, donation request, or promotion;
• soliciting transactions or activity that would be illegal under Applicable Law;
• engaging in hate speech against, harassing or abusing other users or third parties; and
• interfering with transactions of other users.

7. Gambling & Commercial Use: You agree not to utilize Share (i) to engage in or promote any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance, or (ii) for commercial purposes inconsistent with these Terms (including the Commercial and Paid Content Policy), or other agreements with us, in either case without our express written permission.

8. Taxes: You acknowledge that Share is not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (collectively, “Taxes”), that may apply to your transactions or use of Share. You agree that you are solely responsible for determining what, if any, Taxes apply to your Digital Assets, use of Share or other transactions and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities and that we are not responsible for determining, withholding, collecting, reporting, or remitting the Taxes that apply to your Digital Assets or transactions. In the event we owe Taxes due to your actions, you agree to indemnify and hold us harmless.

9. Intellectual Property Infringement: You agree not to (i) engage in activities involving content that infringes or violates any copyright, trademark, patent, right of publicity or privacy or any other proprietary intellectual property right under the law; (ii) use User Content from Share without express written consent from the owner of the content; or (iii) engage in any action that implies an untrue endorsement or affiliation with Share.

10. User Content: You agree to not engage in any copying, modification, or otherwise appropriation of Share, other user’s User Content, or any material owned by us as part of your use Share without express written permission from us for the proposed copying, modification, or appropriation or to violate these Terms.

You acknowledge and agree that each of the representations, warranties, and agreements shall be true during the entire period of these Terms and your use of Share.

If you are unsure whether a contemplated use would violate these Terms of Use, please contact us at contact@share.xyz.

Please note that when you post or engage with User Content, it is in connection with blockchain technology, which provides transparency into activities on the blockchain. We do not control or operate any underlying blockchains (or any of their respective versions), or any smart contracts deployed on any blockchains. We are not responsible for any information you make public on blockchain technology, even if it is posted as User Content on Share. While we may remove User Content, we do not control data on blockchains and cannot reverse or obscure the underlying activity or transaction.

Share may make available to you certain public data and other information (including information derived from public blockchain records or information that we obtain from our agents). Share makes this information available to you as a service for your convenience; however, Share XYZ neither endorses nor approves any such information. Share XYZ neither (1) guarantees the accuracy, timeliness, or completeness of any such information, nor (2) warrants any results from your use or reliance on such information. You agree that you use any such information at your own risk.

You agree that neither Share XYZ nor its agents (including independent contractors or other service providers) will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any such information on Share. We do not endorse, support, conduct diligence on, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information on any blockchain. You agree that you will neither redistribute nor facilitate the redistribution of any such information, nor will you provide access to such information to anyone who is not authorized by us to receive such information.

Moreover, your public key and wallet address (which are needed to interact with a blockchain), as well as your profile and wallet holdings (including Share Wallet holdings), are visible to anyone. If your public key or wallet address can be linked back to you (such as by your linking them to your Account), it would be possible for someone to determine your identity and the Digital Assets in, and the activities associated with, your wallet.

We bear no responsibility for the functionality or integrity of any underlying blockchain, decentralized storage solution, smart contracts deployed on the underlying blockchain, or distributed ledger network associated with any User Content or Digital Asset that you may wish to share User Content relating to. Since we cannot guarantee the functionality of any underlying blockchain, or distributed ledger, and in no way can be held responsible for failures that occur on the underlying blockchain due to, but not limited to, the following occurrences: network downtime, soft forks, hard forks, merges, DAO votes, 50%+1 attacks, double-spending instances or bugs, consensus failures, distributed denial of service attacks, key loss, key theft, wallet bugs, wallet code failure, and the like. In turn, we are unable to guarantee that all Share features will operate as intended or that any User Content will necessarily display or otherwise be presented via Share as intended.

Similarly, we cannot guarantee the functionality of Share features and services that are managed by third parties that we may work with. From time to time, we may work with third parties to facilitate Share and may rely on third-party platforms, service providers, and vendors. We do not guarantee that third parties that we may work with will perform the functions those parties are intended to do as intended. Consequently, we are not responsible for the functionality of third-party systems that may be necessary to facilitate Share. Accordingly, we cannot be held liable if Share ceases to function, or never functions, as intended due to errors of third-parties or that may occur on the underlying blockchains that Share may depend upon.

We also cannot be held liable for errors related to decentralized storage solutions that may be employed by users, us, or other affiliated third-parties, or otherwise that may occur and result in the malfunction of Share.

The Services and User Content may contain links or functionality to, or access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (such as DEXs, SDKs, applications, and infrastructure) (collectively, together with Third-Party Websites and Third-Party Applications, “Third-Party Materials”).

When you click on a link to, access, or use a Third-Party Website or Third-Party Application, though we may not warn you that you have left Share, you may be subject to the terms and conditions (including privacy policies) of another website or destination. We do not provide those terms on our Services, and your failure to comply with them may result in loss of access to those services or legal liability. Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of us and may be “open” applications for which no recourse is possible. We are not responsible for or liable for any Third-Party Websites, Third-Party Applications, or Third-Party Materials.

You use all Third-Party Websites, Third-Party Applications, and other Third-Party Materials at your own risk. We may provide links to Third-Party Websites and Third-Party Applications only as a convenience and do not review, recommend, approve, monitor, endorse, warrant, or make any representations on information with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials, including without limitation, accuracy of data which is provided on an “as is” basis, nor does the opinion, advice, or information of any third-party reflect those of Share XYZ. We do not control or endorse any Third-Party Materials and are not responsible for their quality, security, accuracy, reliability, or availability. You agree that your use of such third-party services is at your own risk and that we are not liable for any losses or damages arising from your use of or reliance on Third-Party Materials.

We endeavor to improve transparency by including the “hops” feature, which validates accuracy of hyperlinks to Third-Party Websites (“Hops”) where the user may be able to acquire a non-fungible token they see on Share. However, this feature does not diminish the disclaimers above. In particular, (i) we cannot guarantee the functionality of “Hops”, and, and (ii) we do not represent, warrant, or guarantee the safety of any Third-Party Website or other Third-Party Materials. Furthermore, the Hops feature should not be interpreted as an endorsement, support, diligence on, representation, or guarantee by Share XYZ of the safety, completeness, truthfulness, accuracy, or reliability of any Third-Party Websites, Third-Party Applications, or Third-Party Materials. To avoid any doubt, we note that the Hops feature is subject to the “Disclaimers” and “Limitation of Liability” sections below, and other similar provisions of these Terms.

When you create an Account, a Share Wallet is created for you that is capable of holding certain Digital Assets. While you can link other wallets to your profile, you will still have a Share Wallet, which is associated with your Profile.

You will be required to sign up for your Account via your Apple ID. You promise to provide us with accurate, complete, and updated registration information about yourself. You agree that you will not set up an Account with the intent to impersonate another person.

When your Share Wallet is created, an encryption key is generated. This is a random sequence of phrases, characters, or numbers (“Code”) that help create a private key from which a Share Wallet can be derived. Control over this private key is mediated either by ownership of an approver key or by proving you are its rightful owner (based on authentication through the appropriate services or knowledge of a password set to safeguard the key).

Currently, Share does not enable you to download your Code, however, we intend to add this feature in the future. Until that feature is enabled and you actually download and secure your Code directly, access to your Share Wallet and any Digital Assets therein will be solely dependent upon your control over and access to your Apple ID account. You are responsible for storing and safeguarding the Code (once download-enabled), any passwords, private keys, recovery phrases and other credentials associated with the use of your Share Wallet (“Credentials”), and you agree to use commercially reasonable efforts to prevent unauthorized access to, or use of, Wallets and all other accounts through the Services.

Please note that we do not store any Share Wallet in any Share XYZ system, and never have access to your Code, approver keys, or recovery phrase. You acknowledge that we only provide self-custodial wallets, and we do not store or have access to your Share Wallets, Credentials, or assets contained in any Share Wallet. Accordingly, we cannot assist with retrieving any such Credentials.

Signatures for your Share Wallet can only be generated with you logged into Share. Any unauthorized access to your Share Wallet could result in the loss or theft of any asset held in the Share Wallet. If you notice any unauthorized or suspicious activity in your Share Wallet or accounts that are related or linked to the Services, you should notify us immediately by emailing us. We are not a custodian of your Share Wallet or Credentials, and do not have the power to make any transactions on your behalf, nor reverse any transaction that has occurred. Neither we nor our employees will ever ask you for information about your Code or other details that could be used to take custody of your Wallet. You are responsible for the acts and omissions of any person who accesses your account or Share Wallet provided through the Services.

Please note: While we do not control your Share Wallet, we can suspend you from Share, thereby limiting your access to your Share Wallet. Depending on why a user is suspended, we may or may not (in our sole discretion) assist you in recovering your Account, and thereby recovering your Share Wallet and its contents. If a user is a Restricted Person, we do not intend to assist that user in recovering their Account (and thereby, Share Wallet).

The Share Wallet is not compatible with every Digital Asset. At the current time, the Share wallet is compatible with ERC-20 tokens on Ethereum and Base, SPL tokens on Solana, ETH, and SOL. We are not liable to you for errors relating to Digital Asset non-compatibility with Share Wallets.

If you notice any unauthorized or suspicious activity in wallets that are related or linked to the Services, please notify us immediately at support@share.xyz. However, we shall have no duty or obligation to assist you in connection with such activity related to a Digital Wallet, including if you are unable to locate your Credentials.

The Services facilitate access to and interaction with Third-Party Materials, such as decentralized exchanges ("DEXs") and other technologies, including third-party smart contracts. We do not control these Third-Party Materials and expressly disclaim any liability and responsibility arising from your use of these services. We also do not execute or settle purchases, transfers, or sales of Digital Assets or validations of Digital Asset transactions.

Although this integration with DEXs allows you to acquire a Digital Asset via Share, it does not mean:

• That we are the counterparty to any transaction, or that we know who the counterparty to any transaction is. We do not guarantee the settlement of any transaction nor the function of any DEX or its technical integration or compliance with Applicable Law.
• That we have reviewed, diligenced, or analyzed any particular Digital Asset, nor that we endorse any Digital Asset (even if it is affiliated with a User or party that advertises with us). 
• That we control any DEX or related protocol, or have any ability to recover any Digital Asset or funds lost due to technical errors or other issues with any DEX or technical integration.  
• That we will assist you in event of any loss on a Digital Asset swap (whether by technical error, resale for a lower price, or otherwise).

In trading on a DEX, you are assuming all risks relating to this use, both commercially and as related to Applicable Law. We provide no guarantees regarding Third-Party Materials or their quality, accuracy, uptime, availability, or the results of using them, even if accessed via our Services.

Share Fees: As part of the Commerce Feature, we charge a fee of 1% for purchase and sale transactions conducted through the Services, on a per-transaction basis, based on the price that the Digital Asset settles (before the application of any fees) (“Share Fee”). Share Fees apply only to token swaps executed on third-party exchanges accessed via the Services. We may post information about our fees on our Site or through the Services, but we do not guarantee to provide fee information prior to engaging in transactions. Our fees are subject to change at any time without notice, even after providing an estimate.

Copy-Trade Fees: When a user posts User Content describing an action, an opportunity arises for other users that view the action to “copy-trade” by clicking on the User Content post and swapping to acquire the Digital Asset that is the subject of the User Content (“Copy-Trade”). In a Copy-Trade, the user that posted the original User Content (“Originating User”) will be entitled to 50% of the Share Fee attributable to the Copy-Trade (“Copy-Trade Fee”), which is automatically sent to the Originating User via smart contract.

Users should note that the Copy-Trade Fee feature cannot be turned off by a User, and therefore, any time that you post User Content regarding a Digital Asset that is integrated to swap, Copy-Trade Fees could be received. Copy-Trade Fees are received at their own risk. Any breach of Applicable Law or Taxes that arise as a result of accepting Copy-Trade Fees are the sole responsibility of the Originating User.

Furthermore, Share XYZ disclaims any responsibility for any errors or other issues that arise in the Originating User’s failure to obtain the Copy-Trade Fee (whether by technical issue or otherwise), and Share XYZ will not reimburse or otherwise “make whole” the Originating User. Furthermore, we may discontinue Copy-Trade Fees at any time, for any reason, without notifying you and without any liability to you.

Other Fees: You may also incur fees payable to third parties, which we will not disclose or be responsible for, such “gas” or other transaction fees. Third-party fees may vary and change.

Under no circumstances shall we incur any liability related to fees charged by third parties or in connection with such Third-Party Materials. You hereby release us and hold harmless the Share Parties from any and all liability associated with fees related to the Services, including unpaid Copy-Trade Fees, or your use of third-party technologies connected to or available through the use of the Services.

You cannot use a service provider in connection with your use of Share unless the service provider first agrees in writing to: (i) use Share solely for you and at your direction in order to provide services you requested in a manner that is consistent with these Terms and Applicable Law, all other applicable terms and policies, and your privacy policy, and for no other individual or entity and for no other purpose, including for the service provider’s own purposes, and (ii) in the event the service provider engages another service provider (“Sub-Service Provider”) in order to provide the services requested, ensure the Service Provider requires the Sub-Service Provider in writing to comply with the above requirements, and (iii) agrees to these Terms.

You must ensure that any service provider and Sub-Service Provider complies with these Terms and all other applicable terms and policies as if they were in your place, and you are responsible for their acts and omissions, including their noncompliance. Providing a service provider, or any other third-party, with access to your Account risks their unauthorized use or theft of the Digital Assets in your Share Wallet.

When you cease using a service provider or Sub-Service Provider, you must ensure they immediately cease using Share and promptly delete all Share data in their possession or control.

Upon our request, you must provide a list of your service provider and Sub-Service Providers including up-to-date contact information for each, the types and volume of Share data shared, and proof of written agreements with your service providers to demonstrate compliance with this Section.

We may prohibit your use of any service provider or Sub-Service Provider for any reason. Promptly upon such notice, you must stop using that service provider or Sub-Service Provider in connection with your use of Share or processing of Share data.

You are solely responsible for your use of Share, your User Content and for any information you provide, including compliance with Applicable Law, as well as these Terms, including the User Conduct requirements outlined above.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, or authority necessary to grant the rights granted herein for any use of Share.

You retain your rights to any User Content you submit, post or display on or through Share. What’s yours is yours — you own your User Content. Your incorporated audio, photos and videos are considered part of your User Content).

By submitting, posting or displaying User Content on or through Share, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed (for clarity, these rights include, for example, curating, transforming, and translating). This license authorizes us to make your User Content available to the rest of the world and to let others do the same. You agree that this license includes the right for us to provide, promote, and improve Share and to make User Content submitted to or through Share available to other companies, organizations or individuals for the syndication, broadcast, distribution, repost, promotion or publication of such User Content on other media and services, subject to our terms and conditions for such User Content use. Such additional uses by us, or other companies, organizations or individuals, is made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through Share as the use of Share by you is hereby agreed as being sufficient compensation for the User Content and grant of rights herein.

You cannot modify, translate, create derivative works of, or reverse engineer our products or their components. You cannot use a domain name or URL in your username without our prior written consent.

Share respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property rights of any person. Share will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and these Terms, including removing or disabling access to content claimed to be infringing or terminating accounts and access to the Site.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to give notification to us/Share concerning alleged copyright infringement. When an effective DMCA notification is received, we respond under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the party responsible for minting the removed content so that a Counter-notification may be filed if applicable. On receiving a valid Counter-notification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA Take-Down Notice or Counter-notification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any Content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly.
• Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
• A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that information or an activity on the Site is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Responding to a DMCA Notice with a Counter-Notification

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information (see 17 U.S.C. § 512 for further detail):

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit your DMCA Take-Down Notices and Counter Notifications to us by email at the following email address: contact@share.xyz the following subject/heading for the email: “Share DMCA Take Down Notification.”

DMCA Notices Must Comply With These Requirements

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Share [XYZ] Inc. and limits the manner in which you can seek relief from us.

To the fullest extent permitted by applicable law: You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site, Share, any products or services by us relating to Share , or any aspect of your relationship with Share or Share XYZ shall be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Share may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York City, administered by JAMS and conducted in English, rather than in court.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to: (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and Share; (4) grant motions dispositive of all or part of any claim; and (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND SHARE ARE EACH WAIVING THEIR RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with us or your stopping your use of Share.

We may revise these Terms from time to time. If we make a change to these Terms that, in our sole discretion, is material, we will take steps to notify all users by a notice on the Site. By continuing to access the Site or use Share after those changes become effective, you agree to be bound by the revised Terms. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use Share.

You accept and acknowledge:

• That these Terms contain significant disclaimers, waivers of liability, and indemnities in favor of Share XYZ.
• Share XYZ does not provide legal, tax, regulatory, financial, accounting, medical, or other advice, and you assume the obligation to engage, or assume the risk of not engaging, appropriate professionals when taking actions on or relating to Share.
• The regulatory regime governing blockchain technologies, Digital Assets, and related products and activities is uncertain and evolving, and new regulations or policies may materially and adversely affect the development of Share, and of Digital Assets generally. There may be uncertain liabilities relating to the application of Applicable Law, which are specific to certain Digital Assets and collectively as an industry sector.
• Prices of Digital Assets and the validation of Digital Assets are subject to volatility and fluctuations. The fact that one user may have profited from acquiring a Digital Asset does not necessarily indicate that you will do the same. Digital Assets involve significant risk, including the loss of some or all of your Digital Assets, your wallets, or the value of Digital Assets.
• You represent and warrant that you are sufficiently knowledgeable about blockchain technology to utilize Share such that you are able to understand the risks assumed when transacting in Digital Assets.
• There are risks associated with using internet and blockchain based products, including the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Share will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using Share or any Blockchain network, however caused.

YOUR ACCESS TO AND USE OF SHARE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT SHARE, INCLUDING ANY SUPPLEMENTAL SERVICES WE MAY OFFER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND AGENTS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER SHARE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF SHARE SAFE, WE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT OUR OR OUR SITE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY RECOMMENDATIONS WITH RESPECT TO THE VALUE OR FITNESS OF SHARE, ANY PARTICULAR DIGITAL ASSETS(S), OR ANY THIRD-PARTY MATERIALS OR OTHER SHARE FUNCTIONS THAT A USER MAY INTERACT WITH THROUGH SHARE OR OTHERWISE IN CONNECTION WITH YOUR USE OF SHARE.

WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM US OR THROUGH SHARE, 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 US RESPONSIBLE FOR ANY BREACH OF SECURITY.

NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH ANY BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT. DIGITAL ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). WE CANNOT GUARANTEE, EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSET OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you or may only partly apply.

To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless us, our affiliates and our and our affiliates’ respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the “Share Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including reasonable attorneys’ fees and expenses) and costs (including 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”), including damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use or misuse of Share, (b) your violation of these Terms, (c) your violation of the rights of a third party, including another user, (d) any intellectual property disputes relating to your use of Share; and (e) violations of Applicable Law.

You agree to promptly notify the Share Parties of any third-party Claims and cooperate with the Share Parties in defending such Claims. You further agree that the Share Parties shall have control of the defense or settlement of any third-party Claims.

This indemnity is in addition to, and not in substitution of, any other indemnities set forth in any other written agreement between you and us.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PRIVY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY MATTER BEYOND OUR REASONABLE CONTROL, (D) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE SHARE, (E) ANY USER CONDUCT OR CONTENT OF ANY THIRD PARTY ON SHARE, INCLUDING ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (F) ANY USER CONTENT OBTAINED FROM THE SERVICES; (G) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT; OR (H) LOSSES YOU MAY HAVE AS A RESULT OF TRANSACTIONS CONDUCTED VIA SHARE

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SHARE PARTIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST THREE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE OR OUR AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OR MISUSE OF SHARE, INCLUDING TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST SHARE OR DIGITAL ASSETS; OR (E) USER CONTENT.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON USER CONTENT, MATERIAL OR INFORMATION, CONTAINED ON SHARE OR ACCESSED VIA THE SERVICES.

NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY FEATURES OF SHARE.

YOU HEREBY RELEASE AND FOREVER DISCHARGE US AND THE OTHER SHARE PARTIES FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SERVICES OR THE SITE (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER USERS OR ANY THIRD-PARTY MATTERIALS OR ADVERTISEMENTS).

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to certain personal injury claims.

Notwithstanding anything to the contrary in these Terms, neither the foregoing nor any other Section is not an attempt to waive any claims that are not waivable by law.

These Terms and your access to and use of Share shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in these Terms or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York City in the State of New York, and the United States, respectively, sitting in the New York.

If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically.

Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your ability to access Share (or any part of Share) or your User Content at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

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.

You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall, to the fullest extent permitted by applicable law, 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.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Share or you. Termination will not limit any of Share’s other rights or remedies at law or in equity.

The Services and these Terms may be amended or be supplemented over time to include additional rules and policies. The Community Guidelines, Privacy Policy and other Share policies are expressly part of these Terms, and you agree to use Share in compliance with the Terms, including those policies, as they may be amended or supplemented over time.

Except as set forth herein, these Terms constitute the entire agreement between you and us relating to your access to and use of Share. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of us, and our 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.

Share is operated by us from the United States. Those who choose to access Share locations outside the United States do so at their own initiative and are responsible for compliance with local Applicable Law. You and Share XYZ agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

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

If you have questions concerning these Terms, or you notice any bugs, errors or violations please feel free to send us an email at: contact@share.xyz.

Not all persons are permitted to use Share. In addition to the other requirements described in these Terms, you represent, warrant, and agree that currently and for the entirety of your use of Share:

• You are not a resident, citizen, national, located in, incorporated or organized in, have a registered office in, or are an agent of Algeria, Bolivia, Belarus, Burma (Myanmar), Cote D'Ivoire (Ivory Coast), the Crimea Region, Cuba, Democratic Republic of Congo, Donetsk Iran, Iraq, Ivory Coast, Liberia, Libya, Luhansk, Mali, North Korea, Russia, Sudan, Syria, Tunisia, Venezuela, Yemen, Zimbabwe, or any other country or region to which the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, these territories are “Restricted Territories”), nor are you a person owned, controlled, or acting on behalf of any such person (collectively, “Restricted Territory Person”).

• You are not an individual listed on sanctions list or equivalent maintained by the United States (such as by such as the United States of American Department of Treasury’s Office of Foreign Assets Control (“OFAC”)), the United Kingdom, the European Union, Canada, or the Cayman Islands, which shall include anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List (collectively, “Sanctions List Person”), or a resident or individual located in any country or jurisdiction that restricts access to or prohibits the use of Digital Assets (collectively, together with Restricted Territory Persons, Sanctions List Persons, “Restricted Persons”).

• If you are a Restricted Person, you acknowledge that you are breaching these Terms by accessing the Site or otherwise engaging with Share.

The Share platform is a digital community platform that enables users to share their User Content. Share allows you to, amongst other things, view, interact with, take actions, create, or otherwise manipulate information related to activities occurring on blockchains and to share your blockchain-related activities on the Site. Using Share, you may upload User Content to our servers and the servers of third parties engaged by us, manage, browse, and display Digital Asset (see definition below) holdings, transactions, and other similar content, and use other functionalities made available by Share.

When you create an account on the Share platform via your Apple ID (“Account”), you will have a proprietary “Share” crypto wallet (“Share Wallet”) automatically created and associated with your Account. You may also link third-party wallets (not proprietary to Share XYZ, such as MetaMask wallets) to your Account. Please note, we do not have custody or control over your Share Wallet, third-party wallet, any Digital Assets, or blockchains you or other users may interact with. For more information on Share Wallets, please see Section 7 below.

Your use of Share is subject to limitations. In our sole discretion, we reserve the right to suspend, permanently or temporarily, your use of any part of Share for any reason (or for no reason). We may also remove or refuse to distribute any User Content on the Site, limit distribution or visibility of any User Content, suspend or terminate users, reclaim usernames, and limit Share functionalities for any reason (or for no reason) without liability to you.

As used in these Terms, “Digital Assets” means tokens, coins, or other cryptoassets or similar assets that are created or maintained on distributed ledger systems.

Our Privacy Policy (as amended from time to time, “Privacy Policy”) found here and describes the ways we collect, use, store, and disclose your personal information. We do not disclose personally-identifying information to third parties except in accordance with our Privacy Policy. However, by using Share, you agree to the collection, use, storage, and disclosure of your data in accordance with our Privacy Policy (as amended from time to time), which is incorporated by reference into these Terms.

Regardless of anything else in these Terms, we reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to user support requests, or (v) protect the rights, property, or safety of us, Share users, and the public.

As a condition to accessing or using Share, you represent, warrant, and agree to us the following as of the dates you access the Site and each time you use Share:

1. You are at least 18 years old.

2. You are not a Restricted Person, and your access to the Site and use of Share is not prohibited by and does not otherwise violate or facilitate the violation of any domestic or foreign law (including common law and equity), rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local, or other governmental, regulatory, judicial or administrative authority having jurisdiction over us, you, or the Services, (collectively, “Applicable Law”).

3. You are not a resident, citizen, national, located in, incorporated, or organized in, have a registered office in, or are an agent of any Restricted Territory nor are you otherwise a Restricted Person (or acting in any way on behalf of any Restricted Person). If you are an entity, none of your (or your affiliates) officers, managers, directors, shareholders, or authorized representatives is a Restricted Person, or a resident, citizen, national, located in, incorporated, or organized in, have a registered office in, or are an agent of a Restricted Territory.

4. You do not intend to and will not transact or facilitate any transaction with, for, or on behalf of any Restricted Person.

5. You are not owned or controlled, directly or indirectly, by any Restricted Person.

6. You are not using, and will not, use a virtual private network (or “VPN”), multiple API keys, direct traffic through multiple IP addresses, or use other mechanism to obfuscate the source of traffic or utilize any other privacy or anonymization tools in connection with data you send to Share or to circumvent, or attempt to circumvent, Applicable Law, or the provisions of these Terms, including due to being located in a Restricted Territory.

User Content contains statements of the user, not of Share XYZ. You are solely responsible for your activity on Share and your User Content and, conversely, we are not responsible for your User Content or others’. You should only provide User Content that you are comfortable sharing with others and comports with these Terms (including the Community Guidelines).

You hereby represent and warrant (that at all times during your use of Share) that your User Content does not, and will not, violate these Terms or Applicable Law. You acknowledge that you assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or your disclosure of User Content that personally identifies you or any third party.

Since we do not control what User Content that a user shares, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by other users. We do not endorse, support, conduct diligence on, represent, or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content, or communications made via Share, or endorse any opinions expressed via Share. To further emphasize, we do not endorse, curate or recommend the purchase or sale of any Digital Asset—through Share or otherwise—even if the Digital Asset is affiliated with a party that advertises with us. You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by us. If anyone claiming to work for Share XYZ is claiming these things, please report it to us at support@share.xyz.

Additionally, to the extent any other user provides information or gives advice or recommendations, we are not obligated to vet or confirm that information, advice, or recommendation; even if we independently opt to do so in our sole discretion, we assume no obligation to notify or update you, nor to continue to do so.

Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Terms. We are not obligated to back up any of your User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

All User Content, information accessible through Share or provided by us is for informational purposes only and should not be construed as investment, tax, financial, legal, technical, medical, or other professional advice by, or facilitated by, us. Before you make any financial, legal, medical, or other material decisions based on User Content on Share, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

We are not your broker, intermediary, agent, or advisor, and have no fiduciary relationship or obligation with you when you use Share. Share is not a custodial wallet provider, broker, exchange, financial institution, or money services business.

We do not solicit or offer the sale of securities, derivatives, financial instruments, or Digital Assets, nor do we endorse, evaluate, diligence, or recommend any Digital Asset you may see on Share. Users are also not permitted to solicit or offer any security, derivative, other financial instrument, or Digital Asset investment opportunity. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with User Content of another user or third-party. If there is a dispute between you and any other user, we are under no obligation to become involved. You agree that we will not be responsible for any loss or damage incurred as the result of any such transactions.

These Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party by virtue of your use of Share, and that, to the extent any such duties or liabilities may exist under Applicable Law to us, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, to the fullest extent legally permissible. However, this is only to the extent permissible, and nothing in these terms is intended to be a purported disclaimer of non-disclaimable rights under Applicable Law.

While we may, in our own discretion, take actions to remove “bad actors” from Share, we assume no duty to do so and you further agree that the only duties and obligations that we owe you are those set out expressly in these Terms and any unwaivable rights under Applicable Law.

By using Share, you acknowledge that we must comply with Applicable Law. You acknowledge that Applicable Law may require us (or we may decide it is advisable in our discretion) to, upon request by government agencies or otherwise, take certain actions or provide information which we deem necessary, which may not be in your best interests.

Your use of Share is subject to these Terms, including the Community Guidelines and our other policies. You are responsible for your use of and engagement with Share and all User Content is the sole responsibility of the person who originated that User Content. You understand that by using Share, you may be exposed to User Content that might be offensive, harmful, inaccurate, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.

We are not obligated to monitor access to or use of the Services or to review or edit any User Content, but we reserve the right to do so. In turn, you should use or rely on any User Content, or information or advice obtained by you from User Content or other users on Share at your own risk and without assuming that we have reviewed or validated it in any way.

On the terms and conditions set forth in these Terms, we hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and Services subject entirely to provisions of these Terms, the Privacy Policy, and Applicable Law.

Additionally, You are hereby granted a limited, non-exclusive, non-transferable, revocable license to create a text hyperlink to the Site provided that such link does not portray us, our affiliates, or Share in a false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any illegal materials, or other materials that may be considered offensive, harassing, or otherwise objectionable.

Our grant of such licenses is subject to the following conditions your agreement with the following, which you represent and warrant will be true and complete throughout your use of Share:

1. Unlawful & Prohibited Activity: You agree to use the Services only in a manner that comports with Applicable Law, and you will not use Share if any Applicable Law prohibits you from doing so. You agree that you are solely responsible for and have taken steps to ensure that your use of Share does not violate any Applicable Law. Additionally, you will not engage in any activity that is otherwise unethical or prohibited under these Terms.

2. Export: You agree that you will not export or re-export, directly or indirectly, Share (or any related intellectual property), or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, Share may not be exported or re-exported (a) into any Restricted Territories or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.

3. Regulated Digital Assets & Transactions: You agree not to engage in any activity through Share or facilitate any activity through Share that results in the sale or promotion of Digital Assets which are regulated or would require registration or licensing under any Applicable Law. This includes creating, offering, selling, buying, or facilitating the transacting of:

• securities (whether in registered or exempt offerings), derivatives (such as options), real estate interests, debt instruments, or other financial instruments or products;
• Digital Assets or other items that give their owners rights to participate in an “initial coin offerings” or any securities offering, or that are redeemable for securities, derivatives, real estate interests, debt instruments, or other financial instruments or products.

Please also refer to the Commercial, Financial and Paid Content Policy, which is part of these Terms.

4. Technical Conduct: You agree not to engage in any activity that seeks to interfere with or compromise the integrity, security, or proper functioning of Share or computer, server, network, personal device, or other information technology system. This includes:

• the deployment of viruses, worms, or other malicious code (“Malicious Code”);
• denial-of-service attacks,
• attempt to access or search the Services or download content from the Services using any unauthorized or automated means, such as use of any robot, spider, crawler, scraper, data mining tools, or other automated means to extract or export data collected from or through Share, and
• other conduct that imposes, or may impose, an unreasonable or disproportionately large load on the Services or our infrastructure.

5. Private Keys and Passwords: You agree to maintain the security and confidentiality of your private keys associated with any blockchain technology or wallet address, and private Account information that are used in connection with your use of Share.

6. Abusive Activity: You agree not to communicate with other users for inappropriate, illegal, or unethical purposes. This includes:

• User Content that does not comport with the Community Guidelines;
• creating or displaying illegal Content, such as Content that may involve child exploitation;
• sending unsolicited advertising, donation request, or promotion;
• soliciting transactions or activity that would be illegal under Applicable Law;
• engaging in hate speech against, harassing or abusing other users or third parties; and
• interfering with transactions of other users.

7. Gambling & Commercial Use: You agree not to utilize Share (i) to engage in or promote any lottery, bidding fee auctions, contests, sweepstakes, or other games of chance, or (ii) for commercial purposes inconsistent with these Terms (including the Commercial and Paid Content Policy), or other agreements with us, in either case without our express written permission.

8. Taxes: You acknowledge that Share is not responsible for determining the withholding, sales, use, value added, transfer or other taxes, together with any interest and penalties imposed with respect thereto (collectively, “Taxes”), that may apply to your transactions or use of Share. You agree that you are solely responsible for determining what, if any, Taxes apply to your Digital Assets, use of Share or other transactions and to withhold, collect, report, and remit the correct amounts of Taxes to the appropriate taxing authorities and that we are not responsible for determining, withholding, collecting, reporting, or remitting the Taxes that apply to your Digital Assets or transactions. In the event we owe Taxes due to your actions, you agree to indemnify and hold us harmless.

9. Intellectual Property Infringement: You agree not to (i) engage in activities involving content that infringes or violates any copyright, trademark, patent, right of publicity or privacy or any other proprietary intellectual property right under the law; (ii) use User Content from Share without express written consent from the owner of the content; or (iii) engage in any action that implies an untrue endorsement or affiliation with Share.

10. User Content: You agree to not engage in any copying, modification, or otherwise appropriation of Share, other user’s User Content, or any material owned by us as part of your use Share without express written permission from us for the proposed copying, modification, or appropriation or to violate these Terms.

You acknowledge and agree that each of the representations, warranties, and agreements shall be true during the entire period of these Terms and your use of Share.

If you are unsure whether a contemplated use would violate these Terms of Use, please contact us at contact@share.xyz.

Please note that when you post or engage with User Content, it is in connection with blockchain technology, which provides transparency into activities on the blockchain. We do not control or operate any underlying blockchains (or any of their respective versions), or any smart contracts deployed on any blockchains. We are not responsible for any information you make public on blockchain technology, even if it is posted as User Content on Share. While we may remove User Content, we do not control data on blockchains and cannot reverse or obscure the underlying activity or transaction.

Share may make available to you certain public data and other information (including information derived from public blockchain records or information that we obtain from our agents). Share makes this information available to you as a service for your convenience; however, Share XYZ neither endorses nor approves any such information. Share XYZ neither (1) guarantees the accuracy, timeliness, or completeness of any such information, nor (2) warrants any results from your use or reliance on such information. You agree that you use any such information at your own risk.

You agree that neither Share XYZ nor its agents (including independent contractors or other service providers) will be liable to you in any way for the termination, interruption, delay, or inaccuracy of any such information on Share. We do not endorse, support, conduct diligence on, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information on any blockchain. You agree that you will neither redistribute nor facilitate the redistribution of any such information, nor will you provide access to such information to anyone who is not authorized by us to receive such information.

Moreover, your public key and wallet address (which are needed to interact with a blockchain), as well as your profile and wallet holdings (including Share Wallet holdings), are visible to anyone. If your public key or wallet address can be linked back to you (such as by your linking them to your Account), it would be possible for someone to determine your identity and the Digital Assets in, and the activities associated with, your wallet.

We bear no responsibility for the functionality or integrity of any underlying blockchain, decentralized storage solution, smart contracts deployed on the underlying blockchain, or distributed ledger network associated with any User Content or Digital Asset that you may wish to share User Content relating to. Since we cannot guarantee the functionality of any underlying blockchain, or distributed ledger, and in no way can be held responsible for failures that occur on the underlying blockchain due to, but not limited to, the following occurrences: network downtime, soft forks, hard forks, merges, DAO votes, 50%+1 attacks, double-spending instances or bugs, consensus failures, distributed denial of service attacks, key loss, key theft, wallet bugs, wallet code failure, and the like. In turn, we are unable to guarantee that all Share features will operate as intended or that any User Content will necessarily display or otherwise be presented via Share as intended.

Similarly, we cannot guarantee the functionality of Share features and services that are managed by third parties that we may work with. From time to time, we may work with third parties to facilitate Share and may rely on third-party platforms, service providers, and vendors. We do not guarantee that third parties that we may work with will perform the functions those parties are intended to do as intended. Consequently, we are not responsible for the functionality of third-party systems that may be necessary to facilitate Share. Accordingly, we cannot be held liable if Share ceases to function, or never functions, as intended due to errors of third-parties or that may occur on the underlying blockchains that Share may depend upon.

We also cannot be held liable for errors related to decentralized storage solutions that may be employed by users, us, or other affiliated third-parties, or otherwise that may occur and result in the malfunction of Share.

The Services and User Content may contain links or functionality to, or access or use third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”), or otherwise display, include, or make available content, data, information, services, applications, or materials from third parties (such as DEXs, SDKs, applications, and infrastructure) (collectively, together with Third-Party Websites and Third-Party Applications, “Third-Party Materials”).

When you click on a link to, access, or use a Third-Party Website or Third-Party Application, though we may not warn you that you have left Share, you may be subject to the terms and conditions (including privacy policies) of another website or destination. We do not provide those terms on our Services, and your failure to comply with them may result in loss of access to those services or legal liability. Third-Party Websites, Third-Party Applications, and Third-Party Materials are not under the control of us and may be “open” applications for which no recourse is possible. We are not responsible for or liable for any Third-Party Websites, Third-Party Applications, or Third-Party Materials.

You use all Third-Party Websites, Third-Party Applications, and other Third-Party Materials at your own risk. We may provide links to Third-Party Websites and Third-Party Applications only as a convenience and do not review, recommend, approve, monitor, endorse, warrant, or make any representations on information with respect to Third-Party Websites or Third-Party Applications, or their products or services or associated Third-Party Materials, including without limitation, accuracy of data which is provided on an “as is” basis, nor does the opinion, advice, or information of any third-party reflect those of Share XYZ. We do not control or endorse any Third-Party Materials and are not responsible for their quality, security, accuracy, reliability, or availability. You agree that your use of such third-party services is at your own risk and that we are not liable for any losses or damages arising from your use of or reliance on Third-Party Materials.

We endeavor to improve transparency by including the “hops” feature, which validates accuracy of hyperlinks to Third-Party Websites (“Hops”) where the user may be able to acquire a non-fungible token they see on Share. However, this feature does not diminish the disclaimers above. In particular, (i) we cannot guarantee the functionality of “Hops”, and, and (ii) we do not represent, warrant, or guarantee the safety of any Third-Party Website or other Third-Party Materials. Furthermore, the Hops feature should not be interpreted as an endorsement, support, diligence on, representation, or guarantee by Share XYZ of the safety, completeness, truthfulness, accuracy, or reliability of any Third-Party Websites, Third-Party Applications, or Third-Party Materials. To avoid any doubt, we note that the Hops feature is subject to the “Disclaimers” and “Limitation of Liability” sections below, and other similar provisions of these Terms.

When you create an Account, a Share Wallet is created for you that is capable of holding certain Digital Assets. While you can link other wallets to your profile, you will still have a Share Wallet, which is associated with your Profile.

You will be required to sign up for your Account via your Apple ID. You promise to provide us with accurate, complete, and updated registration information about yourself. You agree that you will not set up an Account with the intent to impersonate another person.

When your Share Wallet is created, an encryption key is generated. This is a random sequence of phrases, characters, or numbers (“Code”) that help create a private key from which a Share Wallet can be derived. Control over this private key is mediated either by ownership of an approver key or by proving you are its rightful owner (based on authentication through the appropriate services or knowledge of a password set to safeguard the key).

Currently, Share does not enable you to download your Code, however, we intend to add this feature in the future. Until that feature is enabled and you actually download and secure your Code directly, access to your Share Wallet and any Digital Assets therein will be solely dependent upon your control over and access to your Apple ID account. You are responsible for storing and safeguarding the Code (once download-enabled), any passwords, private keys, recovery phrases and other credentials associated with the use of your Share Wallet (“Credentials”), and you agree to use commercially reasonable efforts to prevent unauthorized access to, or use of, Wallets and all other accounts through the Services.

Please note that we do not store any Share Wallet in any Share XYZ system, and never have access to your Code, approver keys, or recovery phrase. You acknowledge that we only provide self-custodial wallets, and we do not store or have access to your Share Wallets, Credentials, or assets contained in any Share Wallet. Accordingly, we cannot assist with retrieving any such Credentials.

Signatures for your Share Wallet can only be generated with you logged into Share. Any unauthorized access to your Share Wallet could result in the loss or theft of any asset held in the Share Wallet. If you notice any unauthorized or suspicious activity in your Share Wallet or accounts that are related or linked to the Services, you should notify us immediately by emailing us. We are not a custodian of your Share Wallet or Credentials, and do not have the power to make any transactions on your behalf, nor reverse any transaction that has occurred. Neither we nor our employees will ever ask you for information about your Code or other details that could be used to take custody of your Wallet. You are responsible for the acts and omissions of any person who accesses your account or Share Wallet provided through the Services.

Please note: While we do not control your Share Wallet, we can suspend you from Share, thereby limiting your access to your Share Wallet. Depending on why a user is suspended, we may or may not (in our sole discretion) assist you in recovering your Account, and thereby recovering your Share Wallet and its contents. If a user is a Restricted Person, we do not intend to assist that user in recovering their Account (and thereby, Share Wallet).

The Share Wallet is not compatible with every Digital Asset. At the current time, the Share wallet is compatible with ERC-20 tokens on Ethereum and Base, SPL tokens on Solana, ETH, and SOL. We are not liable to you for errors relating to Digital Asset non-compatibility with Share Wallets.

If you notice any unauthorized or suspicious activity in wallets that are related or linked to the Services, please notify us immediately at support@share.xyz. However, we shall have no duty or obligation to assist you in connection with such activity related to a Digital Wallet, including if you are unable to locate your Credentials.

The Services facilitate access to and interaction with Third-Party Materials, such as decentralized exchanges ("DEXs") and other technologies, including third-party smart contracts. We do not control these Third-Party Materials and expressly disclaim any liability and responsibility arising from your use of these services. We also do not execute or settle purchases, transfers, or sales of Digital Assets or validations of Digital Asset transactions.

Although this integration with DEXs allows you to acquire a Digital Asset via Share, it does not mean:

• That we are the counterparty to any transaction, or that we know who the counterparty to any transaction is. We do not guarantee the settlement of any transaction nor the function of any DEX or its technical integration or compliance with Applicable Law.
• That we have reviewed, diligenced, or analyzed any particular Digital Asset, nor that we endorse any Digital Asset (even if it is affiliated with a User or party that advertises with us). 
• That we control any DEX or related protocol, or have any ability to recover any Digital Asset or funds lost due to technical errors or other issues with any DEX or technical integration.  
• That we will assist you in event of any loss on a Digital Asset swap (whether by technical error, resale for a lower price, or otherwise).

In trading on a DEX, you are assuming all risks relating to this use, both commercially and as related to Applicable Law. We provide no guarantees regarding Third-Party Materials or their quality, accuracy, uptime, availability, or the results of using them, even if accessed via our Services.

Share Fees: As part of the Commerce Feature, we charge a fee of 1% for purchase and sale transactions conducted through the Services, on a per-transaction basis, based on the price that the Digital Asset settles (before the application of any fees) (“Share Fee”). Share Fees apply only to token swaps executed on third-party exchanges accessed via the Services. We may post information about our fees on our Site or through the Services, but we do not guarantee to provide fee information prior to engaging in transactions. Our fees are subject to change at any time without notice, even after providing an estimate.

Copy-Trade Fees: When a user posts User Content describing an action, an opportunity arises for other users that view the action to “copy-trade” by clicking on the User Content post and swapping to acquire the Digital Asset that is the subject of the User Content (“Copy-Trade”). In a Copy-Trade, the user that posted the original User Content (“Originating User”) will be entitled to 50% of the Share Fee attributable to the Copy-Trade (“Copy-Trade Fee”), which is automatically sent to the Originating User via smart contract.

Users should note that the Copy-Trade Fee feature cannot be turned off by a User, and therefore, any time that you post User Content regarding a Digital Asset that is integrated to swap, Copy-Trade Fees could be received. Copy-Trade Fees are received at their own risk. Any breach of Applicable Law or Taxes that arise as a result of accepting Copy-Trade Fees are the sole responsibility of the Originating User.

Furthermore, Share XYZ disclaims any responsibility for any errors or other issues that arise in the Originating User’s failure to obtain the Copy-Trade Fee (whether by technical issue or otherwise), and Share XYZ will not reimburse or otherwise “make whole” the Originating User. Furthermore, we may discontinue Copy-Trade Fees at any time, for any reason, without notifying you and without any liability to you.

Other Fees: You may also incur fees payable to third parties, which we will not disclose or be responsible for, such “gas” or other transaction fees. Third-party fees may vary and change.

Under no circumstances shall we incur any liability related to fees charged by third parties or in connection with such Third-Party Materials. You hereby release us and hold harmless the Share Parties from any and all liability associated with fees related to the Services, including unpaid Copy-Trade Fees, or your use of third-party technologies connected to or available through the use of the Services.

You cannot use a service provider in connection with your use of Share unless the service provider first agrees in writing to: (i) use Share solely for you and at your direction in order to provide services you requested in a manner that is consistent with these Terms and Applicable Law, all other applicable terms and policies, and your privacy policy, and for no other individual or entity and for no other purpose, including for the service provider’s own purposes, and (ii) in the event the service provider engages another service provider (“Sub-Service Provider”) in order to provide the services requested, ensure the Service Provider requires the Sub-Service Provider in writing to comply with the above requirements, and (iii) agrees to these Terms.

You must ensure that any service provider and Sub-Service Provider complies with these Terms and all other applicable terms and policies as if they were in your place, and you are responsible for their acts and omissions, including their noncompliance. Providing a service provider, or any other third-party, with access to your Account risks their unauthorized use or theft of the Digital Assets in your Share Wallet.

When you cease using a service provider or Sub-Service Provider, you must ensure they immediately cease using Share and promptly delete all Share data in their possession or control.

Upon our request, you must provide a list of your service provider and Sub-Service Providers including up-to-date contact information for each, the types and volume of Share data shared, and proof of written agreements with your service providers to demonstrate compliance with this Section.

We may prohibit your use of any service provider or Sub-Service Provider for any reason. Promptly upon such notice, you must stop using that service provider or Sub-Service Provider in connection with your use of Share or processing of Share data.

You are solely responsible for your use of Share, your User Content and for any information you provide, including compliance with Applicable Law, as well as these Terms, including the User Conduct requirements outlined above.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, or authority necessary to grant the rights granted herein for any use of Share.

You retain your rights to any User Content you submit, post or display on or through Share. What’s yours is yours — you own your User Content. Your incorporated audio, photos and videos are considered part of your User Content).

By submitting, posting or displaying User Content on or through Share, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content in any and all media or distribution methods now known or later developed (for clarity, these rights include, for example, curating, transforming, and translating). This license authorizes us to make your User Content available to the rest of the world and to let others do the same. You agree that this license includes the right for us to provide, promote, and improve Share and to make User Content submitted to or through Share available to other companies, organizations or individuals for the syndication, broadcast, distribution, repost, promotion or publication of such User Content on other media and services, subject to our terms and conditions for such User Content use. Such additional uses by us, or other companies, organizations or individuals, is made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through Share as the use of Share by you is hereby agreed as being sufficient compensation for the User Content and grant of rights herein.

You cannot modify, translate, create derivative works of, or reverse engineer our products or their components. You cannot use a domain name or URL in your username without our prior written consent.

Share respects the intellectual property rights of others. It is our policy to respond promptly to any claim that Content posted on the Site infringes the copyright or other intellectual property rights of any person. Share will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (“DMCA”) and these Terms, including removing or disabling access to content claimed to be infringing or terminating accounts and access to the Site.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to give notification to us/Share concerning alleged copyright infringement. When an effective DMCA notification is received, we respond under this process by taking down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the party responsible for minting the removed content so that a Counter-notification may be filed if applicable. On receiving a valid Counter-notification, we generally restore the content in question, unless we receive notice from the DMCA Notice provider that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA Take-Down Notice or Counter-notification. If you have any questions about your rights, copyright infringement, or the notification and counter-notification process under the Digital Millennium Copyright Act (the “DMCA”), we recommend that you speak with an attorney.

Filing a DMCA “Take Down” Notification

If you are a copyright owner or an agent thereof and believe that any Content on the Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing us with the following information in writing (see 17 U.S.C. § 512 for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works at that site.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. *Providing URLs in the body of your DMCA notification is the best way to help us locate content quickly.
• Information reasonably sufficient to permit us to contact you (the complaining party), such as an address, telephone number, and an electronic mail address at which you (the complaining party) may be contacted.
• A statement that you (the complaining party) have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you (the complaining party) are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• **(Optional) Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material.

Any person who knowingly materially misrepresents that information or an activity on the Site is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Responding to a DMCA Notice with a Counter-Notification

We will take reasonable steps to promptly inform you if your content has been taken down upon receipt of an effective DMCA Infringement Take-Down Notification. If you believe that the content that was removed or to which access was disabled is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to mint and use the material, you may send us a Counter Notification containing the following information (see 17 U.S.C. § 512 for further detail):

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
• A statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the U.S. district court in the state in which you reside (or the U.S. district court where our headquarters are located if your address is outside of the United States), and a statement that you will accept service of process from the person who provided notification of the alleged infringement to us.

You have ten (10) business days after receipt of a DMCA take-down Notice to send us an effective Counter Notification or the allegedly infringing material may not be restored.

Any person who knowingly materially misrepresents that material or activity is infringing or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit your DMCA Take-Down Notices and Counter Notifications to us by email at the following email address: contact@share.xyz the following subject/heading for the email: “Share DMCA Take Down Notification.”

DMCA Notices Must Comply With These Requirements

Official DMCA Notices must provide all the information described above in order to be effective. If your DMCA Notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

Please read the following agreement to arbitrate (“Arbitration Agreement”) in its entirety. This clause requires you to arbitrate disputes with Share [XYZ] Inc. and limits the manner in which you can seek relief from us.

To the fullest extent permitted by applicable law: You agree that any dispute or claim relating in any way to: your access, use, or attempted access or use of the Site, Share, any products or services by us relating to Share , or any aspect of your relationship with Share or Share XYZ shall be resolved by binding arbitration, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or Share may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright, or patent). You agree that any such arbitration shall be settled solely and exclusively by binding arbitration held in New York City, administered by JAMS and conducted in English, rather than in court.

Any such arbitration shall be conducted in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures, except that any dispute involving claims and counterclaims over $250,000, not inclusive of attorneys’ fees and interest, shall be subject to the then-prevailing JAMS Comprehensive Arbitration Rules and Procedures.

The arbitrator shall have exclusive authority to: (1) determine the scope and enforceability of this Arbitration Agreement; and (2) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or part of this Arbitration Agreement is void or voidable; (3) decide the rights and liabilities, if any, of you and Share; (4) grant motions dispositive of all or part of any claim; and (5) award monetary damages and grant any non-monetary remedy or relief available to a party under applicable law, arbitration rules, and these Terms of Use (including the Arbitration Agreement). The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us.

YOU UNDERSTAND THAT BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU AND SHARE ARE EACH WAIVING THEIR RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW.

If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue to in full force and effect.

This Arbitration Agreement shall survive the termination of your relationship with us or your stopping your use of Share.

We may revise these Terms from time to time. If we make a change to these Terms that, in our sole discretion, is material, we will take steps to notify all users by a notice on the Site. By continuing to access the Site or use Share after those changes become effective, you agree to be bound by the revised Terms. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use Share.

You accept and acknowledge:

• That these Terms contain significant disclaimers, waivers of liability, and indemnities in favor of Share XYZ.
• Share XYZ does not provide legal, tax, regulatory, financial, accounting, medical, or other advice, and you assume the obligation to engage, or assume the risk of not engaging, appropriate professionals when taking actions on or relating to Share.
• The regulatory regime governing blockchain technologies, Digital Assets, and related products and activities is uncertain and evolving, and new regulations or policies may materially and adversely affect the development of Share, and of Digital Assets generally. There may be uncertain liabilities relating to the application of Applicable Law, which are specific to certain Digital Assets and collectively as an industry sector.
• Prices of Digital Assets and the validation of Digital Assets are subject to volatility and fluctuations. The fact that one user may have profited from acquiring a Digital Asset does not necessarily indicate that you will do the same. Digital Assets involve significant risk, including the loss of some or all of your Digital Assets, your wallets, or the value of Digital Assets.
• You represent and warrant that you are sufficiently knowledgeable about blockchain technology to utilize Share such that you are able to understand the risks assumed when transacting in Digital Assets.
• There are risks associated with using internet and blockchain based products, including the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Share will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using Share or any Blockchain network, however caused.

YOUR ACCESS TO AND USE OF SHARE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT SHARE, INCLUDING ANY SUPPLEMENTAL SERVICES WE MAY OFFER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FURTHEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND AGENTS) MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY FOR WHETHER SHARE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE.

WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF SHARE SAFE, WE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT OUR OR OUR SITE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT MAKE ANY RECOMMENDATIONS WITH RESPECT TO THE VALUE OR FITNESS OF SHARE, ANY PARTICULAR DIGITAL ASSETS(S), OR ANY THIRD-PARTY MATERIALS OR OTHER SHARE FUNCTIONS THAT A USER MAY INTERACT WITH THROUGH SHARE OR OTHERWISE IN CONNECTION WITH YOUR USE OF SHARE.

WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM US OR THROUGH SHARE, 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 US RESPONSIBLE FOR ANY BREACH OF SECURITY.

NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH ANY BLOCKCHAIN, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT. DIGITAL ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN (E.G., ETHEREUM NETWORK). WE CANNOT GUARANTEE, EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSET OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SHARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER ELECTRONIC SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you or may only partly apply.

To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless us, our affiliates and our and our affiliates’ respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (collectively, the “Share Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including reasonable attorneys’ fees and expenses) and costs (including 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”), including damages to property or personal injury, that are caused by, arise out of or are related to: (a) your use or misuse of Share, (b) your violation of these Terms, (c) your violation of the rights of a third party, including another user, (d) any intellectual property disputes relating to your use of Share; and (e) violations of Applicable Law.

You agree to promptly notify the Share Parties of any third-party Claims and cooperate with the Share Parties in defending such Claims. You further agree that the Share Parties shall have control of the defense or settlement of any third-party Claims.

This indemnity is in addition to, and not in substitution of, any other indemnities set forth in any other written agreement between you and us.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE PRIVY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY MATTER BEYOND OUR REASONABLE CONTROL, (D) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE SHARE, (E) ANY USER CONDUCT OR CONTENT OF ANY THIRD PARTY ON SHARE, INCLUDING ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (F) ANY USER CONTENT OBTAINED FROM THE SERVICES; (G) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT; OR (H) LOSSES YOU MAY HAVE AS A RESULT OF TRANSACTIONS CONDUCTED VIA SHARE

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE SHARE PARTIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST THREE MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE OR OUR AFFILIATES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OR MISUSE OF SHARE, INCLUDING TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST SHARE OR DIGITAL ASSETS; OR (E) USER CONTENT.

WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON USER CONTENT, MATERIAL OR INFORMATION, CONTAINED ON SHARE OR ACCESSED VIA THE SERVICES.

NEITHER WE NOR OUR AFFILIATES ARE RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY FEATURES OF SHARE.

YOU HEREBY RELEASE AND FOREVER DISCHARGE US AND THE OTHER SHARE PARTIES FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR THAT RELATES DIRECTLY OR INDIRECTLY TO, THE SERVICES OR THE SITE (INCLUDING ANY INTERACTIONS WITH, OR ACT OR OMISSION OF, OTHER USERS OR ANY THIRD-PARTY MATTERIALS OR ADVERTISEMENTS).

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to certain personal injury claims.

Notwithstanding anything to the contrary in these Terms, neither the foregoing nor any other Section is not an attempt to waive any claims that are not waivable by law.

These Terms and your access to and use of Share shall be governed by and construed and enforced in accordance with the laws of the State of Delaware (without regard to conflict of law rules or principles of the State of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth in these Terms or cannot be heard in small claims court, shall be resolved in the state or federal courts of New York City in the State of New York, and the United States, respectively, sitting in the New York.

If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically.

Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your ability to access Share (or any part of Share) or your User Content at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.

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.

You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall, to the fullest extent permitted by applicable law, 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.

If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Share or you. Termination will not limit any of Share’s other rights or remedies at law or in equity.

The Services and these Terms may be amended or be supplemented over time to include additional rules and policies. The Community Guidelines, Privacy Policy and other Share policies are expressly part of these Terms, and you agree to use Share in compliance with the Terms, including those policies, as they may be amended or supplemented over time.

Except as set forth herein, these Terms constitute the entire agreement between you and us relating to your access to and use of Share. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of us, and our 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.

Share is operated by us from the United States. Those who choose to access Share locations outside the United States do so at their own initiative and are responsible for compliance with local Applicable Law. You and Share XYZ agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.

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

If you have questions concerning these Terms, or you notice any bugs, errors or violations please feel free to send us an email at: contact@share.xyz.