Terms of Service Agreement

Aspecta (https://www.aspecta.ai) is a website-hosted user interface (the "Interface" or "App") provided by Aspecta AI ("we", "our", or "us"). The Interface provides access to a decentralized protocol on various public blockchains, including but not limited to Ethereum, that allows users to trade certain compatible digital assets ("the Aspecta protocol" or the "Protocol"). The Interface is one, but not the exclusive, means of accessing the Protocol. To use the Interface, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service of that third party, not this Terms of Service Agreement (the "Agreement").

This Agreement governs your access to and use of the Interface, including the related websites, APIs, email notifications, applications, buttons, widgets, ads, commerce services that link to this Agreement (collectively, the “Services”), and any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Interface (collectively referred to as “Content”).

If you have any questions about our policies, please contact us at [email protected]. Additionally, please refer to our Privacy Policy for information about how we collect, use, and disclose information about you in connection with Aspecta.

Acceptance of Agreement

This Agreement explains the terms and conditions by which you may access and use the Interface. You must read this Agreement carefully. By accessing or using the Interface, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Interface and should not use the Interface.

Who May Use the Interface

You may use the Interface only if you agree to form a binding contract with Aspecta and are not a person barred from receiving services under the laws of the applicable jurisdiction. In any case, you must be at least 18 years old to use the Interface.

You may not access Aspecta if (a) you have previously been suspended or removed from using Aspecta services, (b) the laws of the country in which you reside prohibit use of Aspecta in accordance with this Agreement, or (c) your use of Aspecta breaches any other agreement to which you are a party. Aspecta’s direct competitors are prohibited from accessing Aspecta, except with Aspecta’s prior written consent.

If you are accepting this Agreement and using the Interface on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to this Agreement, in which case the words “you” and “your” as used in this Agreement shall refer to such entity.

Aspecta, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, and other content contained therein, is owned by us and our licensors. We and our licensors reserve all rights, title, and interest in and to Aspecta.

Accounts

You will need to register for an account to use Aspecta. If you register for an account, you must (a) provide information required via Aspecta, (b) ensure that such information is accurate, (c) keep such information up to date at all times, (d) protect your account from unauthorized access or use, including by not sharing your account credentials with any third party, and (e) promptly notify us if you discover or suspect any unauthorized access or use of your account.

Term & Auto-Renewal

This Agreement commences on the date Customer first accepts it according to Section One and continues until all subscriptions hereunder have expired or have been terminated. The term of each subscription shall be as specified in the applicable Quote or Order Form. Except as otherwise specified in a signed Quote or Order Form, subscriptions will automatically renew for additional periods of one year unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Customer fees shall remain the same as the previous fees unless notified 60 days in advance.

Content on the Interface

You are responsible for your use of the Interface and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others. Any use or reliance on any Content or materials posted via the Interface or obtained by you through the Interface is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Interface or endorse any opinions expressed via the Interface. You understand that by using the Interface, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Interface and, we cannot take responsibility for such Content.

Using the Interface

You may use the Interface only in compliance with this Agreement and all applicable laws, rules and regulations. Our Services evolve constantly. As such, the Interface may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Interface or any features within the Interface to you or to users generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Content on the Interface, limit distribution or visibility of any Content on the service, suspend or terminate users, and reclaim usernames without liability to you.

In consideration for Aspecta granting you access to and use of the Interface, you agree that Aspecta and its third-party providers and partners may place advertising on the Interface or in connection with the display of Content or information from the Interface whether submitted by you or others. You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide.

Feedback

Separate and apart from User Content, you may submit questions, comments, suggestions, ideas, original or creative materials or other information about Aspecta or Aspecta (collectively, “Feedback”). Feedback, whether submitted through Aspecta or otherwise, is non-confidential and will become the sole property of Aspecta. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Modification to Aspecta

We reserve the right, in our sole discretion, to modify Aspecta (or any features or functionality of Aspecta) at any time without notice and without obligation or liability to you. If any of these modifications cause a negative material change to your use of Aspecta you may terminate your agreement in accordance with the “Termination” section below.

Prohibited Conduct

In connection with your use of Aspecta, you will not violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort. You are solely responsible for your conduct while accessing or using Aspecta. You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activity in relation to your access and use of the Interface:

(a) Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

(b) Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.

(c) Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

(d) Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading markets, including (but not limited to) the manipulative tactics commonly known as “rug pulls”, pumping and dumping, and wash trading.

(e) Securities and Derivatives Violations. Activity that violates any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margined commodity products to retail customers in the United States.

(f) Bot Utilization. Activities that use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access Aspecta, extract data or otherwise interfere with or modify the rendering of Aspecta pages or functionality; or that bypass or circumvent measures employed to prevent or limit access to any part of Aspecta, including by bypassing or ignoring instructions contained in our robots.txt file that control automated access to portions of Aspecta.

(g) Reproduction or Reverse Engineering. Activities that reverse engineer any aspect of Aspecta or do anything that might discover source code.

(h) Disruption. Activities could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying Aspecta or that could damage, disable, overburden or impair the functioning of Aspecta in any manner.

(i) Unauthorized Development. Activities that develop or use any third-party applications that interact with Aspecta without our prior written consent.

(j) Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation of the United States or another relevant jurisdiction, including (but not limited to) the restrictions and regulatory requirements imposed by U.S. law.

Disclaimers

(a) Aspecta is not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. Anything on Aspecta is not a security in a business, nor an issued token.

(b) Aspecta is not an investment platform. Anything on Aspecta is not investment advice. You agree and understand that: (i) all trades you submit through the Interface are considered unsolicited, which means that they are solely initiated by you; (ii) you have not received any investment advice from us in connection with any trades.

(c) Aspecta does not control or guarantee the creditability of users' Contents on Aspecta. Aspecta is provided “As Is” and “As Available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. While we strive to make Aspecta a great service, Aspecta does not represent or warrant that Aspecta (including the content and functionality contained therein) is accurate, complete, reliable, current or error-free. For instance, we make no representations or warranties regarding the accuracy or reliability of any suggestions we make through the Interface. You assume the entire risk as to the quality and performance of Aspecta.
Aspecta makes no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Interface or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Interface or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Interface; and (iv) whether the Interface will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Aspecta or through the Interface, will create any warranty or representation not expressly made herein.

(d) Aspecta may contain features designed to interoperate with Third Party Applications. Any acquisition by Customer of Third Party products or services, and any exchange of data between Customer and any Third Party provider, product or service is solely between Customer and the applicable provider. Aspecta does not warrant or maintain Non-Aspecta Applications, products or services. Aspecta is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to Aspecta by such Non-Aspecta Application or its provider.

Non-Custodial and No Fiduciary Duties

The Interface is a purely non-custodial application, meaning you are solely responsible for the custody of the cryptographic private keys to the digital asset wallets you hold. This Agreement is not intended to, and does 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, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Compliance and Tax Obligations

The Interface may not be available or appropriate for use in your jurisdiction. By accessing or using the Interface, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Specifically, your use of the Interface or the Protocol may result in various tax consequences, such as income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions. It is your responsibility to determine whether taxes apply to any transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate tax authority.

Assumption of Risk

By accessing and using the Interface, you represent that you are financially and technically sophisticated enough to understand the inherent risks associated with using cryptographic and blockchain-based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as ether (ETH), so-called stablecoins, and other digital tokens such as those following the Ethereum Token Standard (ERC-20).

In particular, you understand that the markets for these digital assets are nascent and highly volatile due to risk factors including (but not limited to) adoption, speculation, technology, security, and regulation. You understand that anyone can create a token, including fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other tokens. So-called stablecoins may not be as stable as they purport to be, may not be fully or adequately collateralized, and may be subject to panics and runs.

Further, you understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. You further acknowledge and accept the risk of selecting to trade in Expert Modes, which can expose you to potentially significant price slippage and higher costs.

In summary, you acknowledge that we are not responsible for any of these variables or risks, do not own or control the Protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Interface. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface to interact with the Protocol.

Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, OR AGENTS (“INTERFACE PROVIDERS OR AFFILIATES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Release

You release Aspecta and the other Aspecta Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties outlined in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; (5) any overt harmful act toward any other user of the Site; (6) your use or reliance on of any information obtained from the Site; or (7) any other party’s access and use of the Site with your assistance or by using any device or account that your own or control. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.

Amendments

We reserve the right to change this Agreement from time to time in our sole discretion. If we change this Agreement, we will provide notice of such changes by posting the revised Agreement to Aspecta’s website, email notification, and updating the “Last Updated” date at the top of this Agreement. Your continued use of Aspecta following our provision of such notice will confirm your acceptance of the revised Agreement. If you do not agree to the modified Agreement, you must stop using Aspecta. You cannot use change of this Agreement to end your agreement unless the updated Agreement create a negative material change.

Severability

If any provision or part of a provision of this Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Marketing

User agrees that Aspecta may identify User as a user in or on Aspecta’s demonstrations, website, or other promotional materials. Aspecta’s use of User’s name and logo will be in accordance with any guidelines provided by User. Upon User’s written request, Aspecta will promptly remove User’s name or any User marks from Aspecta’s website, and to the extent feasible, Aspecta’s marketing materials.

Export Compliance

The Aspecta’s services, content, other technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Both parties represent that they are not named on any U.S. government denied-party list and both parties shall comply with all applicable Trade Restrictions.

Anti-Corruption

Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts, entertainment, or business agreements provided in the ordinary course of business do not violate the above restriction.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Quotes and Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice.

Surviving Provisions

The sections titled “Right to Access,” “Feedback” “Disclaimers,” “Indemnification,” “Limitation of Liability,” “Release,” “Dispute Resolution: Binding Arbitration,” and “Surviving Provisions” will survive any termination or expiration of this Agreement.

IN WITNESS WHEREOF, the duly authorized representatives of the parties agree to the terms and conditions of this Agreement.