These Terms of Use is entered into between you (hereinafter referred to as “you” or “your”) and EARTHBOND LIMITED (hereinafter referred to as “Earthbond”). By accessing, downloading, using or clicking on “I agree” to accept any Earthbond Services (as defined below) provided by Earthbond, you agree that you have read, understood and accepted all of the terms and conditions stipulated in these Terms of Use (hereinafter referred to as “these Terms”) as well as our Privacy Policy. In addition, when using some features of the Services, you may be subject to specific additional terms and conditions applicable to those features.

Please read the terms carefully as they govern your use of EARTHBOND Services.

BY MAKING USE OF EARTHBOND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (1) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH ONLINE TRANSACTIONS AND THEIR DERIVATIVES; (2) YOU SHALL ASSUME ALL RISKS RELATED TO THE USE OF EARTHBOND SERVICES; AND (3) EARTHBOND SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES.

By accessing, using or attempting to use Earthbond Services in any capacity, you acknowledge that you accept and agree to be bound by these Terms. If you do not agree, do not access Earthbond or utilize Earthbond services.

I. Definitions

We may collect information about you in a variety of ways. The information we may collect on the Site includes:

1. Earthbond refers to the proprietor of the sustainable energy technology ecosystem comprising Earthbond websites (whose domain names include but are not limited to https://earthbond.co ), mobile applications, clients, widgets and other applications that are developed to offer Earthbond Services, and includes independently-operated platforms, websites and clients within the ecosystem. In case of any inconsistency between relevant terms of use of the above platforms and the contents of these Terms, the respective applicable terms of such platforms shall prevail.
2. Earthbond Operators refer to all parties that run Earthbond, including but not limited to legal persons, unincorporated organizations and teams that provide Earthbond Services and are responsible for such services. For convenience, unless otherwise stated, references to “Earthbond” and “we” in these Terms specifically mean Earthbond Operators. UNDER THESE TERMS, EARTHBOND OPERATORS MAY CHANGE AS EARTHBOND’S BUSINESS ADJUSTS, IN WHICH CASE, THE CHANGED OPERATORS SHALL PERFORM THEIR OBLIGATIONS UNDER THESE TERMS WITH YOU AND PROVIDE SERVICES TO YOU, AND SUCH CHANGE DOES NOT AFFECT YOUR RIGHTS AND INTERESTS UNDER THESE TERMS. ADDITIONALLY, THE SCOPE OF EARTHBOND OPERATORS MAY BE EXPANDED DUE TO THE PROVISION OF NEW EARTHBOND SERVICES, IN WHICH CASE, IF YOU CONTINUE TO USE EARTHBOND SERVICES, IT IS DEEMED THAT YOU HAVE AGREED TO JOINTLY EXECUTE THESE TERMS WITH THE NEWLY ADDED EARTHBOND OPERATORS. IN CASE OF A DISPUTE, YOU SHALL DETERMINE THE ENTITIES BY WHICH THESE TERMS ARE PERFORMED WITH YOU AND THE COUNTERPARTIES OF THE DISPUTE, DEPENDING ON THE SPECIFIC SERVICES YOU USE AND THE PARTICULAR ACTIONS THAT AFFECT YOUR RIGHTS OR INTERESTS.
3. Earthbond Services refer to various services provided to you by Earthbond that are based on Internet, USSD, QR Code and/or blockchain technologies and offered via Earthbond websites, mobile applications, clients and other forms (including new ones enabled by future technological development). Earthbond Services include but are not limited to such Earthbond ecosystem components as user profiles, digital payment platforms, digital wallets and novel services to be provided by Earthbond.
4. Earthbond Platform Rules refer to all rules, interpretations, announcements, statements, letters of consent and other contents that have been and will be subsequently released by Earthbond, as well as all regulations, implementation rules, product process descriptions, and announcements published in the Earthbond help centre or within products or service processes.
5. Users refer to all individuals, institutions or organizations that access, download or use Earthbond or Earthbond Services and who meet the criteria and conditions stipulated by Earthbond. If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed.
6. Earthbond Accounts refer to the foundational virtual accounts, including main accounts and subaccounts, which are opened by Earthbond for Users to record on Earthbond their usage of Earthbond Services, transactions, asset changes and basic information. Earthbond Accounts serve as the basis for Users to enjoy and exercise their rights on Earthbond.
7. KYC refers to the “know-your-customer” process that Earthbond has put in place before entering into a business relationship or conducting transactions with its Users. As part of this process, Earthbond may do anything that it deems necessary in order to identify Users, verify their identity, scrutinize and investigate User transactions, or comply with any applicable law or regulation.

II. General Provisions

1. About These Terms
   1. Contractual Relationship These Terms constitute a legal agreement and create a binding contract between you and Earthbond Operators.
   2. Supplementary Terms Due to the rapid development of Earthbond, these Terms between you and Earthbond Operators do not enumerate or cover all rights and obligations of each party, and do not guarantee full alignment with needs arising from future development. Therefore, THE PRIVACY POLICY AND ALL OTHER AGREEMENTS ENTERED INTO SEPARATELY BETWEEN YOU AND EARTHBOND ARE DEEMED SUPPLEMENTARY TERMS THAT ARE AN INTEGRAL PART OF THESE TERMS AND SHALL HAVE THE SAME LEGAL EFFECT. YOUR USE OF EARTHBOND SERVICES IS DEEMED YOUR ACCEPTANCE OF THE ABOVE SUPPLEMENTARY TERMS.
   3. Changes to These Terms Earthbond reserves the right to change or modify these Terms in its discretion at any time. Earthbond will notify such changes by updating the terms on its website (https://Earthbond.africa) and modifying the [Last revised] date displayed on this page. ANY AND ALL MODIFICATIONS OR CHANGES TO THESE TERMS WILL BECOME EFFECTIVE UPON PUBLICATION ON THE WEBSITE OR RELEASE TO USERS. THEREFORE, YOUR CONTINUED USE OF EARTHBOND SERVICES IS DEEMED YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT AND RULES. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, YOU MUST STOP USING EARTHBOND SERVICES IMMEDIATELY. YOU ARE RECOMMENDED TO FREQUENTLY REVIEW THESE TERMS TO ENSURE YOUR UNDERSTANDING OF THE TERMS AND CONDITIONS THAT APPLY TO YOUR ACCESS TO AND USE OF EARTHBOND SERVICES.
   4. Prohibition of Use BY ACCESSING AND USING EARTHBOND SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE NOT BEEN INCLUDED IN ANY TRADE EMBARGOES OR ECONOMIC SANCTIONS LIST (SUCH AS THE UNITED NATIONS SECURITY COUNCIL SANCTIONS LIST), THE LIST OF SPECIALLY DESIGNATED NATIONALS MAINTAINED BY OFAC (THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY), THE ECONOMIC AND FINANCIAL CRIMES COMMISSION WANTED LIST OF THE FEDERAL REPUBLIC OF NIGERIA, OR THE DENIED PERSONS OR ENTITY LIST OF THE U.S. DEPARTMENT OF COMMERCE. EARTHBOND RESERVES THE RIGHT TO CHOOSE MARKETS AND JURISDICTIONS TO CONDUCT BUSINESS, AND MAY RESTRICT OR REFUSE, IN ITS DISCRETION, THE PROVISION OF EARTHBOND SERVICES IN CERTAIN COUNTRIES OR REGIONS.
2. About Earthbond As an important part of the Earthbond Ecosystem, Earthbond mainly serves as a sustainable energy outfit that operates as a one-stop-shop for the sustainable energy needs of African corporates. As further detailed in Article 3 below, Users must register and open an account with Earthbond.
3. Earthbond Account Registration and Requirements
   1. Registration

      All Users must apply for a Earthbond Account before using Earthbond Services. When you register a Earthbond Account, you must provide the information identified in this paragraph 3 or otherwise as requested by Earthbond, and accept these Terms, the Privacy Policy and other Earthbond Rules. Earthbond may refuse, in its discretion, to open a Earthbond Account for you. You agree to provide complete and accurate information when opening a Earthbond Account, and agree to timely update any information you provide to Earthbond to maintain the integrity and accuracy of the information. Each User (including natural person, business or legal entity) may maintain only one main account at any given time. However, Users can open one or more subaccounts under the main account with the consent of Earthbond. For certain Earthbond Services, you may be required to set up a specific account independent from your Earthbond Account, based on the provisions of these Terms or the Supplementary Terms. The registration, use, protection and management of such trading accounts are equally governed by the provisions of this Section and Section VI, unless otherwise stated in these Terms or the Supplementary Terms.

   2. Eligibility

      By registering to use a Earthbond Account, you represent and warrant that (i) as an individual, you are at least 18 or are of legal age to form a binding contract under applicable laws; (ii) as an individual, legal person, or other organization, you have full legal capacity and sufficient authorizations to enter into these Terms; (iii) you have not been previously suspended or removed from using Earthbond Services; (iv) you do not currently have a Earthbond Account; (vi) your use of Earthbond Services will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, anti-corruption, and counter-terrorist financing. Please note that some products and services may not be available in certain jurisdictions or regions or to certain users. Earthbond reserves the right to change, modify or impose additional restrictions at its discretion at any time.

   3. User Identity Verification

      Your registration of an account with Earthbond will be deemed your agreement to provide required personal information for identity verification. Such information will be used to verify Users’ identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes through Earthbond, or for other lawful purposes stated by Earthbond. We will collect, use and share such information in accordance with our Privacy Policy. In addition to providing such information, you agree to allow us to keep a record of that information during the period for which your account is active and within five (5) years after your account is closed, in compliance with global industry standards on data storage. You also authorize us to conduct necessary investigations directly or through a third party to verify your identity or protect you and/or us from financial crimes, such as fraud. The information we require to verify your identity may include, but is not limited to, your name, email address, contact information, phone number, username, government-issued ID, date of birth, and other information collected during account registration. When providing the required information, you confirm it is true and accurate. AFTER REGISTRATION, YOU MUST ENSURE THAT THE INFORMATION IS TRUE, COMPLETE, AND TIMELY UPDATED WHEN CHANGED. IF THERE ARE ANY GROUNDS FOR BELIEVING THAT ANY OF THE INFORMATION YOU PROVIDED IS INCORRECT, FALSE, OUTDATED OR INCOMPLETE, EARTHBOND RESERVES THE RIGHT TO SEND YOU A NOTICE TO DEMAND CORRECTION, DIRECTLY DELETE THE RELEVANT INFORMATION, AND, AS THE CASE MAY BE, TERMINATE ALL OR PART OF EARTHBOND SERVICES WE PROVIDE FOR YOU. IF WE ARE UNABLE TO REACH YOU WITH THE CONTACT INFORMATION YOU PROVIDED, YOU SHALL BE FULLY LIABLE FOR ANY LOSS OR EXPENSE CAUSED TO EARTHBOND DURING YOUR USE OF EARTHBOND SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE THE OBLIGATION TO UPDATE ALL THE INFORMATION IF THERE IS ANY CHANGE.BY REGISTERING AN ACCOUNT, YOU HEREBY AUTHORIZE EARTHBOND TO CONDUCT INVESTIGATIONS THAT EARTHBOND CONSIDERS NECESSARY, EITHER DIRECTLY OR THROUGH A THIRD PARTY, TO VERIFY YOUR IDENTITY OR PROTECT YOU, OTHER USERS AND/OR EARTHBOND FROM FRAUD OR OTHER FINANCIAL CRIMES, AND TO TAKE NECESSARY ACTIONS BASED ON THE RESULTS OF SUCH INVESTIGATIONS. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOUR PERSONAL INFORMATION MAY BE DISCLOSED TO CREDIT BUREAUS AND AGENCIES FOR FRAUD PREVENTION OR FINANCIAL CRIME PREVENTION, WHICH MAY RESPOND TO OUR INVESTIGATIONS IN FULL.

   4. Account Usage Requirements

      The Earthbond Account can only be used by the account registrant. Earthbond reserves the right to suspend, freeze or cancel the use of Earthbond Accounts by persons other than account registrant. If you suspect or become aware of any unauthorized use of your username and password, you should notify Earthbond immediately. Earthbond assumes no liability for any loss or damage arising from the use of Earthbond Account by you or any third party with or without your authorization.

   5. Account Security

      Earthbond has been committed to maintaining the security of User entrusted funds, and has implemented industry standard protection for Earthbond Services. However, the actions of individual Users may pose risks. You shall agree to treat your access credentials (such as username and password) as confidential information, and not to disclose such information to any third party. You also agree to be solely responsible for taking the necessary security measures to protect your Earthbond Account and personal information. You should be solely responsible for keeping safe of your Earthbond Account and password, and be responsible for all the transactions under your Earthbond Account. Earthbond assumes no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials, including but not limited to information disclosure, information release, consent or submission of various rules and agreements by clicking on the website, online agreement renewal, etc. By creating a Earthbond Account, you hereby agree that:

      1. you will notify Earthbond immediately if you are aware of any unauthorized use of your Earthbond Account and password or any other violation of security rules;
      2. you will strictly abide by all mechanisms or procedures of Earthbond regarding security, authentication, trading, charging, and withdrawal; and
      3. you will take appropriate steps to logout from Earthbond at the end of each visit.

III. Earthbond Services

Upon completion of the registration and identity verification for your Earthbond Account, you may use various Earthbond Services, in accordance with the provisions of these Terms (including Earthbond Rules and other individual agreements). Earthbond has the right to:

i. Provide, modify or terminate, in its discretion, any Earthbond Services based on its development plan; and

ii. Allow or prohibit some Users’ use of any Earthbond Services in accordance with relevant Earthbond Rules.

1. Service Usage Guidelines
   1. License

      Provided that you constantly comply with the express terms and conditions stated in these Terms, Earthbond grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use Earthbond Services through your computer or Internet compatible devices for your personal/internal/business purposes. Earthbond reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Earthbond Services in any way not expressly authorized by these Terms. These Terms only grant a limited license to access and use Earthbond Services. Therefore, you hereby agree that when you use Earthbond Services, Earthbond does not transfer Earthbond Services or the ownership or intellectual property rights of any Earthbond intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through Earthbond Services, are exclusively owned, controlled and/or licensed by Earthbond Operators or its members, parent companies, licensors or affiliates. Earthbond owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about Earthbond or Earthbond Services that you provide through email, Earthbond Services, or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Earthbond. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback.

   2. Restriction

      When you use Earthbond Services, you agree and undertake to comply with the following provisions:

      1. During the use of Earthbond Services, all activities you carry out should comply with the requirements of applicable laws and regulations, these Terms, and various guidelines of Earthbond;
      2. Your use of Earthbond Services should not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using Earthbond Services;
      3. Without prior written consent from Earthbond, you may not modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in the properties or any part of the properties, or create their derivative works or otherwise take advantage of any part of the properties.
      4. You may not (i) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the properties, or replicate or bypass the navigational structure or presentation of Earthbond Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Earthbond Services; (ii) attempt to access any part or function of the properties without authorization, or connect to Earthbond Services or any Earthbond servers or any other systems or networks of any Earthbond Services provided through the services by hacking, password mining or any other unlawful or prohibited means; (iii) probe, scan or test the vulnerabilities of Earthbond Services or any network connected to the properties, or violate any security or authentication measures on Earthbond Services or any network connected to Earthbond Services; (iv) reverse look-up, track or seek to track any information of any other Users or visitors of Earthbond Services; (v) take any actions that imposes an unreasonable or disproportionately large load on the infrastructure of systems or networks of Earthbond Services or Earthbond, or the infrastructure of any systems or networks connected to Earthbond services; (vi) use any devices, software or routine programs to interfere with the normal operation of Earthbond Services or any transactions on Earthbond Services, or any other person’s use of Earthbond Services; (vii) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to Earthbond, or (viii) use Earthbond Services in an illegal way.

      By accessing Earthbond Services, you agree that Earthbond has the right to investigate any violation of these Terms, unilaterally determine whether you have violated these Terms, and take actions under relevant regulations without your consent or prior notice. Examples of such actions include, but are not limited to:

      1. Blocking and closing order requests;
      2. Freezing your account;
      3. Reporting the incident to the authorities;
      4. Publishing the alleged violations and actions that have been taken;
      5. Deleting any information you published that are found to be violations.

IV. Liabilities

1. Disclaimer of Warranties

   TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EARTHBOND SERVICES, EARTHBOND MATERIALS AND ANY PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF EARTHBOND ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND EARTHBOND EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, EARTHBOND DOES NOT REPRESENT OR WARRANT THAT THE SITE, EARTHBOND SERVICES OR EARTHBOND MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EARTHBOND DOES NOT GUARANTEE THAT ANY ORDER WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE AND ACCESS OF EARTHBOND SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT EARTHBOND WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, (B) ANY ERROR OR DELAY IN THE TRANSMISSION OF SUCH DATA, (C) INTERRUPTION IN ANY SUCH DATA, (D) REGULAR OR UNSCHEDULED MAINTENANCE CARRIED OUT BY EARTHBOND AND SERVICE INTERRUPTION AND CHANGE RESULTING FROM SUCH MAINTENANCE, (E) ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS, (F) ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF OTHER THIRD PARTIES OR ACTIONS WITHOUT AUTHORIZED BY EARTHBOND; AND (G) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND PLATFORM RULES ISSUED BY EARTHBOND. THE DISCLAIMER OF IMPLIED WARRANTIES CONTAINED HEREIN MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW OF THE JURISDICTION IN WHICH YOU RESIDE.

2. Disclaimer of Damages and Limitation of Liability

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EARTHBOND, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF EARTHBOND SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF EARTHBOND SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF EARTHBOND AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF EARTHBOND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF EARTHBOND’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE LIABILITY OF EARTHBOND, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF EARTHBOND AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF EARTHBOND SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO EARTHBOND UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

3. Indemnification

   You agree to indemnify and hold harmless Earthbond Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with, Earthbond Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of Earthbond Services. If you are obligated to indemnify Earthbond Operators, their affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, Earthbond will have the right, in its sole discretion, to control any action or proceeding and to determine whether Earthbond wishes to settle, and if so, on what terms.

V. Announcements

Please be aware that all official announcements, news, promotions, competitions and airdrops will be listed on the Earthbond website. USERS UNDERTAKE TO REFER TO THESE MATERIALS REGULARLY AND PROMPTLY. EARTHBOND WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM IGNORANCE OR NEGLIGENCE OF THE ANNOUNCEMENTS.

VI. Termination of Agreement

1. Suspension of Earthbond Accounts

   You agree that Earthbond shall have the right to immediately suspend your Earthbond Account (and any accounts beneficially owned by related entities or affiliates), freeze or lock the Digital Assets or funds in all such accounts, and suspend your access to Earthbond for any reason including if Earthbond suspects any such accounts to be in violation of these Terms, our Privacy Policy, our AML Policy or any applicable laws and regulations. You agree that Earthbond shall not be liable to you for any permanent or temporary modification of your Earthbond Account, or suspension or termination of your access to all or any portion of Earthbond Services. Earthbond shall reserve the right to keep and use the transaction data or other information related to such Earthbond Accounts. The above account controls may also be applied in the following cases:

   1. The Earthbond Account is subject to a governmental proceeding, criminal investigation or other pending litigation;

   2. We detect unusual activities in the Earthbond Account;

   3. We detect unauthorized access to the Earthbond Account;

   4. We are required to do so by a court order or command by a regulatory/government authority.

2. Cancellation of Earthbond Accounts

   In case of any of the following events, Earthbond shall have the right to directly terminate these Terms by cancelling your Earthbond Account, and shall enjoy the right but not the obligation to permanently freeze (cancel) the authorizations of your Earthbond Account on Earthbond and withdraw the corresponding Earthbond Account thereof:

   1. after Earthbond terminates services to you;

   2. you allegedly register or register in any other person’s name as a Earthbond User again, directly or indirectly;

   3. the information that you have provided is untruthful, inaccurate, outdated or incomplete;

   4. when these Terms are amended, you state your unwillingness to accept the amended Terms by applying for cancellation of your Earthbond Account or by other means;

   5. you request that Earthbond Services be terminated; and

   6. any other circumstances where Earthbond deems it should terminate Earthbond Services.

   Should your Earthbond Account be terminated, the account and transactional information that meet data retention standards will be securely stored for 5 years. In addition, if a transaction is unfinished during the account termination process, Earthbond shall have the right to notify your counterparty of the situation at that time. You acknowledge that a user-initiated account exit (right to erasure under GDPR or other equivalent regulations) will also be subjected to the termination protocol stated above. If Earthbond is informed that any Digital Assets or funds held in your Earthbond Account are stolen or otherwise are not lawfully possessed by you, Earthbond may, but has no obligation to, place an administrative hold on the affected funds and your Earthbond Account. If Earthbond does lay down an administrative hold on some or all of your funds or Earthbond Account, Earthbond may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Earthbond has been provided to Earthbond in a form acceptable to Earthbond. Earthbond will not involve itself in any such dispute or the resolution of the dispute. You agree that Earthbond will have no liability or responsibility for any such hold, or for your inability to withdraw Digital Assets or funds or execute trades during the period of any such hold.

3. Remaining Funds After Earthbond Account Termination

   Except as set forth in paragraph 4 below, once a Earthbond Account is closed/withdrawn, all remaining account balance (which includes charges and liabilities owed to Earthbond) will be payable immediately to Earthbond. Upon payment of all outstanding charges to Earthbond (if any), Users will have 5 business days to withdraw all Digital Assets or funds from the account.

4. Remaining Funds After Earthbond Account Termination Due to Fraud, Violation of Law, or Violation of These Terms

   Earthbond maintains full custody of the digital assets, funds and User data/information which may be turned over to governmental authorities in the event of Earthbond Accounts’ suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms.

5. Dormant Accounts

   Notwithstanding any provision of this Section VI, Earthbond may provide a written notice requiring you to close all of your open positions and withdraw all of your Digital Assets from your Earthbond Account within 30 days of the notice. In the event that you fail to do so, Earthbond may in its absolute discretion and without prior notice to you:

   (a) deem your Earthbond account as a dormant account;

   (b) close any open positions in any Earthbond products;

   (c) transfer such dormant account (including any Digital Assets contained therein) to an affiliate of the Earthbond Operators, any third-party custodian or an isolated wallet where it is deemed reasonably necessary by Earthbond to do so. In the event that such transfer has taken place, you have the right to retrieve your digital assets from subject to satisfying Earthbond’s verification requirements, including completing KYC;

   (d) charge a dormant account fee to cover the cost of maintaining the assets by the Earthbond Operators, its affiliates or any third-party and such fee shall be withdrawn directly from the dormant account on a monthly basis; and

   (e) close a dormant account at any time, and Earthbond will not be liable for any loss, damage or expense incurred by you as a result of the closure of a dormant account unless there was fraud or willful default by Earthbond. Any assets in these dormant accounts will be transferred in accordance to paragraph 5(c) above. After a dormant account is closed, it cannot be reactivated by you (i.e. you will need to register a new Earthbond account if you wish to continue to use Earthbond Services).

VII. Compliance with Local Laws

It is Users’ responsibility to abide by local laws in relation to the legal usage of Earthbond Services in their local jurisdiction as well as other laws and regulations applicable to Users. Users must also factor, to the extent of their local laws all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.ALL USERS OF EARTHBOND SERVICES ACKNOWLEDGE AND DECLARE THAT THEIR FUNDS COME FROM LEGITIMATE SOURCES AND DO NOT ORIGINATE FROM ILLEGAL ACTIVITIES; USERS AGREE THAT EARTHBOND WILL REQUIRE THEM TO PROVIDE OR OTHERWISE COLLECT THE NECESSARY INFORMATION AND MATERIALS AS PER RELEVANT LAWS OR GOVERNMENT ORDERS TO VERIFY THE LEGALITY OF THE SOURCES AND USE OF THEIR FUNDS. Earthbond maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate Users’ accounts and funds which are flagged out or investigated by legal mandate.

VIII. Privacy Policy

Access to Earthbond Services will require the submission of certain personally identifiable information. Please review Earthbond’s Privacy Policy for a summary of Earthbond’s guidelines regarding the collection and use of personally identifiable information.

IX. Resolving Disputes: Forum, Arbitration, Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION.

1. Notice of Claim and Dispute Resolution Period. Please contact Earthbond first! Earthbond wants to address your concerns without resorting to formal legal proceedings, if possible. If you have a dispute with Earthbond, then you should contact Earthbond. Earthbond will attempt to resolve your dispute internally as soon as possible. The parties agree to negotiate in good faith to resolve the dispute (which discussions shall remain confidential and be subject to applicable rules protecting settlement discussions from use as evidence in any legal proceeding). In the event the dispute cannot be resolved satisfactorily, and you wish to assert a legal claim against Earthbond, then you agree to set forth the basis of such claim in writing in a “Notice of Claim,” as a form of prior notice to Earthbond. The Notice of Claim must (1) describe the nature and basis of the claim or dispute, (2) set forth the specific relief sought, and (3) include your Earthbond account email. The Notice of Claim should be submitted to an email address or hyperlink provided in your correspondence with Earthbond. After you have provided the Notice of Claim to Earthbond, the dispute referenced in the Notice of Claim may be submitted by either Earthbond or you to arbitration in accordance with paragraph 2 of this Section, below. For the avoidance of doubt, the submission of a dispute to Earthbond for resolution internally and the delivery of a Notice of Claim to Earthbond are prerequisites to commencement of an arbitration proceeding (or any other legal proceeding). During the arbitration, the amount of any settlement offer made by you or Earthbond shall not be disclosed to the arbitrator.
2. Agreement to Arbitrate and Governing Law. You and Earthbond Operators agree that, subject to paragraph 1 above, any dispute, claim, or controversy between you and Earthbond (and/or Earthbond Operators) arising in connection with or relating in any way to these Terms or to your relationship with Earthbond (and/or Earthbond Operators) as a user of Earthbond Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. You and Earthbond Operators further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the Agreement to Arbitrate, or to the arbitrability of any claim or counterclaim. The arbitration provisions set forth in this Section will survive termination of these Terms. Arbitration Rules. The arbitration shall be subject to the UNCITRAL Arbitration Rules as at present in force (the "UNCITRAL Rules") when the Notice of Arbitration is submitted. Unless the parties agree otherwise, there shall be only one arbitrator. Any arbitration will be conducted in the English language. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. JUDGMENT ON ANY ARBITRAL AWARD MAY BE GIVEN IN ANY COURT HAVING JURISDICTION OVER THE PARTY (OR OVER THE ASSETS OF THE PARTY) AGAINST WHOM SUCH AN AWARD IS RENDERED. Time for Filing: ANY ARBITRATION AGAINST EARTHBOND OPERATORS MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR, AFTER THE DATE THE PARTY ASSERTING THE CLAIM FIRST KNOWS OR REASONABLY SHOULD KNOW OF THE ACT, OMISSION OR DEFAULT GIVING RISE TO THE CLAIM; AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS ONE YEAR LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN PARAGRAPH 1 OF THIS SECTION, ABOVE. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. Process; If we request arbitration against you, we will give you notice at the email address or mailing address you have provided. You agree that any notice sent to this email or mailing address shall be deemed effective for all purposes, including without limitation to determinations of adequacy of service. It is your obligation to ensure that the email address and/or mailing address on file with Earthbond is up-to-date and accurate. Seat of Arbitration: The seat of the arbitration shall be Lagos, Nigeria. Place of Hearing: The location of any in-person arbitration hearing shall be Lagos, Nigeria, unless otherwise agreed to by the parties. Governing Law: These Terms (including this arbitration agreement) shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria. Confidentiality. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the tribunal, the parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.
3. Class Action Waiver. You and Earthbond agree that any claims relating to these Terms or to your relationship with Earthbond as a user of Earthbond Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Earthbond further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all parties, including Earthbond.
4. Modifications. Earthbond reserves the right to update, modify, revise, suspend, or make any future changes to Section IX regarding the parties’ Agreement to Arbitrate, subject to applicable law. You hereby consent and agree that it is your responsibility to ensure that your understanding of this Section is up to date. Subject to the applicable law, your continued use of your Earthbond account shall be deemed to be your acceptance of any modifications to Section IX regarding the parties’ Agreement to Arbitrate. You agree that if you object to the modifications to Section IX, Earthbond may block access to your account pending closure of your account. In such circumstances, the Terms of Use prior to modification shall remain in full force and effect pending closure of your account.
5. Severability. If any portion of these Terms are adjudged to be invalid or unenforceable for any reason or to any extent, the remainder of these Terms will remain valid and enforceable and the invalid or unenforceable portion will be given effect to the greatest extent permitted by law. pending closure of your account.

X. Miscellaneous

1. Independent Parties. Earthbond is an independent contractor but not an agent of you in the performance of these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the parties.
2. Entire Agreement. These Terms constitute the entire agreement between the parties regarding use of Earthbond Services and will supersede all prior written or oral agreements between the parties. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms herein.
3. Interpretation and Revision. Earthbond reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on Earthbond websites. It is your responsibility to regularly check relevant pages on our websites/applications to confirm the latest version of these Terms. If you do not agree to any such modifications, your only remedy is to terminate your usage of Earthbond Services and cancel your account. You agree that, unless otherwise expressly provided in these Terms, Earthbond will not be responsible for any modification or termination of Earthbond Services by you or any third party, or suspension or termination of your access to Earthbond Services.
4. Force Majeure. Earthbond will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Earthbond’s reasonable control.
5. Severability. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
6. Assignment. You may not assign or transfer any right to use Earthbond Services or any of your rights or obligations under these Terms without prior written consent from Earthbond, including any right or obligation related to the enforcement of laws or the change of control. Earthbond may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval.
7. Waiver. The failure of one party to require performance of any provision will not affect that party’s right to require performance at any time thereafter. At the same time, the waiver of one party to seek recovery for the other party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that party of any subsequent breach or violation by the other party or of the provision itself.
8. Third-Party Website Disclaimer. Any links to third-party websites from Earthbond Services does not imply endorsement by Earthbond of any product, service, information or disclaimer presented therein, nor does Earthbond guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, Earthbond will not be liable for such loss. In addition, since Earthbond has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.
9. Matters Related to Apple Inc. If you use any device manufactured by Apple Inc. to participate in any commercial activities or reward programs through Earthbond Services, such activities and programs are provided by Earthbond and are not associated with Apple Inc. in any manner.
10. Contact Information. For more information on Earthbond, you may refer to the company and license information found on Earthbond websites. If you have questions regarding these Terms, please feel free to contact Earthbond for clarification via our Customer Support team.