Terms of Service
UNIVERSALX — TERMS OF SERVICE
Effective Date: March 8, 2026
IMPORTANT NOTICE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 18. PLEASE READ CAREFULLY. BY ACCESSING OR USING UNIVERSALX, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.
1. AGREEMENT TO TERMS
These Terms of Service (these "Terms") constitute a legally binding agreement between you ("User," "you," or "your") and UniversalX Limited, together with its subsidiaries, affiliates, officers, directors, employees, agents, and successors ("UniversalX Limited," "we," "us," or "our"), governing your access to and use of the UniversalX platform, including the website, trading terminal, application programming interfaces (APIs), widgets, and any associated tools, features, or services (collectively, the "Platform").
By accessing, browsing, or using the Platform in any manner, you represent and warrant that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional terms, guidelines, or rules referenced herein. If you are accessing or using the Platform on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case "you" and "your" shall refer to such entity.
We reserve the right to modify these Terms at any time. Continued use of the Platform following any such changes constitutes your acceptance of the revised Terms. It is your sole responsibility to review the Terms periodically.
2. ELIGIBILITY
By using the Platform, you represent and warrant that:
(a) You are at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher);
(b) You have full legal capacity and authority to enter into these Terms;
(c) You are not a person or entity that is subject to sanctions administered or enforced by the United States (including the Office of Foreign Assets Control of the U.S. Department of the Treasury, or OFAC), the European Union, the United Kingdom, or any other applicable governmental authority;
(d) You are not located in, resident of, or organized under the laws of any jurisdiction that is subject to a comprehensive embargo, including but not limited to Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, or any other jurisdiction as designated from time to time;
(e) You are not a Specially Designated National (SDN) or otherwise blocked or denied person under any sanctions program;
(f) Your access to and use of the Platform does not violate any applicable laws, rules, or regulations in your jurisdiction;
(g) You will not use the Platform for any illegal, fraudulent, or unauthorized purpose, including but not limited to money laundering, terrorist financing, tax evasion, market manipulation, or the circumvention of any applicable sanctions or export controls.
3. DESCRIPTION OF THE PLATFORM
UniversalX is a decentralized trading terminal that provides a user interface for interacting with decentralized protocols, blockchain networks, smart contracts, liquidity pools, and other third-party services. The Platform aggregates and displays information from multiple blockchain networks and may facilitate cross-chain transactions through Universal Accounts and related infrastructure provided by Particle Network.
3.1 Self-Custodial Nature
The Platform is primarily self-custodial. For the majority of transactions---including market swaps, cross-chain transfers, and general trading activity---you retain full custody and control of your digital assets at all times. We do not take custody, possession, or control of your digital assets for these transactions. All such transactions are executed on-chain through decentralized protocols and smart contracts.
3.2 Limited Custody for Limit Orders
Certain features of the Platform, including but not limited to limit orders, conditional orders, and any future order types that require pre-commitment of assets ("Custodial Order Features"), may require you to deposit or transfer digital assets to a smart contract or address controlled or managed by UniversalX Limited or its designated agents. By using any Custodial Order Feature, you acknowledge and agree that:
(h) Digital assets deposited for Custodial Order Features are held by UniversalX Limited or its designated smart contracts solely for the purpose of executing the applicable order, and for no other purpose;
(i) UniversalX Limited shall use commercially reasonable efforts to safeguard custodied assets, but MAKES NO WARRANTY OR GUARANTEE regarding the security, availability, or recoverability of such assets;
(j) Custodied assets remain subject to all risks described in Section 5 of these Terms, including but not limited to smart contract risk, cybersecurity risk, and protocol risk;
(k) In the event of a security breach, exploit, hack, smart contract vulnerability, or other incident affecting custodied assets, UNIVERSALX LIMITED SHALL NOT BE LIABLE for any resulting loss, regardless of the cause, except to the extent caused by UniversalX Limited's own willful misconduct;
(l) You may cancel or withdraw from a Custodial Order Feature at any time prior to execution, subject to network conditions, gas fees, and any applicable processing delays;
(m) UniversalX Limited reserves the right to freeze, delay, or reverse any custodied order if it reasonably suspects fraud, exploitation, manipulation, or a violation of these Terms.
3.3 General Acknowledgments
You expressly acknowledge and agree that:
(n) Except as expressly described in Section 3.2, the Platform is a software interface and we do not operate as a broker, dealer, exchange, custodian, financial institution, money services business, or fiduciary of any kind;
(o) We do not guarantee trade execution, pricing accuracy, or the availability of any liquidity;
(p) We do not verify, endorse, or assume responsibility for any token, digital asset, protocol, liquidity pool, or smart contract accessible through the Platform;
(q) The Platform does not constitute, and shall not be construed as, financial, investment, tax, or legal advice of any kind.
4. NO FIDUCIARY DUTIES
The Platform and these Terms are not intended to, and do not, create or impose any fiduciary duties on UniversalX Limited. To the fullest extent permitted by applicable law, you acknowledge and agree that UniversalX Limited owes no fiduciary duties or liabilities to you or any third party, and 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 UniversalX Limited owes you are those expressly set forth in these Terms.
5. ASSUMPTION OF RISK
BY ACCESSING OR USING THE PLATFORM, 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, DECENTRALIZED PROTOCOLS, AND RELATED TECHNOLOGIES.
You expressly acknowledge and assume the following risks, without limitation:
5.1 Smart Contract and Protocol Risk
Decentralized protocols and smart contracts are experimental technology. They may contain bugs, vulnerabilities, design flaws, or other errors that could result in the partial or total loss of your digital assets. Smart contracts may be exploited by malicious actors. We have no ability to reverse, recover, or refund any transactions executed through smart contracts.
5.2 Blockchain and Network Risk
Blockchain networks are decentralized, public systems over which we have no control. Transactions are irreversible once confirmed. Network congestion, forks, reorganizations, validator failures, consensus mechanism changes, or attacks on the underlying blockchain (including but not limited to 51% attacks, denial-of-service attacks, Sybil attacks, or eclipse attacks) may result in transaction failures, delays, or loss of assets.
5.3 Bridge and Cross-Chain Risk
Cross-chain transactions involve additional layers of complexity and risk, including bridge protocol vulnerabilities, message-passing failures, liquidity imbalances, oracle manipulation, and relay network attacks. Assets transferred across chains may become permanently inaccessible or lost. We do not guarantee the security, accuracy, or reliability of any cross-chain infrastructure.
5.4 Market and Volatility Risk
Digital asset markets are highly volatile. Prices can fluctuate dramatically in short periods. You may lose some or all of the value of your digital assets. We make no representations regarding the future value of any digital asset.
5.5 Liquidity and Slippage Risk
Transactions executed through decentralized protocols are subject to available liquidity and may experience slippage, front-running, sandwich attacks, or other forms of maximal extractable value (MEV) exploitation. We do not guarantee any particular price, execution, or fill rate.
5.6 Regulatory and Legal Risk
The regulatory landscape for digital assets and decentralized finance is rapidly evolving and uncertain. Changes in laws, regulations, or enforcement actions in any jurisdiction may adversely affect the legality, availability, or functionality of the Platform or your ability to access or use it.
5.7 Cybersecurity Risk
Despite reasonable security measures, the Platform, underlying protocols, and your devices or wallets may be subject to hacking, phishing, social engineering, malware, or other cybersecurity threats. We are not responsible for any security breaches affecting your wallet, private keys, seed phrases, or digital assets.
5.8 Third-Party Risk
The Platform may integrate with or provide access to third-party protocols, services, oracles, data feeds, and applications. We do not control, audit, endorse, or guarantee the performance, security, or availability of any third-party service. Your use of third-party services is at your own risk and subject to the terms and conditions of those third parties.
5.9 Key Management Risk
You are solely responsible for the security of your private keys, seed phrases, passwords, and wallet credentials. Loss of access to your wallet or private keys will result in permanent and irreversible loss of your digital assets. We do not have access to your private keys and cannot recover lost assets.
6. PROHIBITED USES
You agree not to use the Platform for any of the following purposes:
(r) Violating any applicable law, regulation, or ordinance, including but not limited to securities laws, anti-money laundering (AML) laws, counter-terrorism financing (CTF) laws, sanctions laws, or tax laws;
(s) Engaging in market manipulation, wash trading, spoofing, layering, front-running, or any other form of deceptive or manipulative trading activity;
(t) Circumventing or attempting to circumvent any geographic restrictions, sanctions, or access controls implemented by the Platform;
(u) Using automated bots, scripts, or other tools to interact with the Platform in a manner that degrades performance, exploits vulnerabilities, or interferes with other users (except as expressly permitted by our API documentation);
(v) Attempting to gain unauthorized access to the Platform, its infrastructure, or any connected systems or networks;
(w) Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code or underlying algorithms of the Platform;
(x) Transmitting any malware, virus, worm, or other malicious code;
(y) Infringing on the intellectual property rights of UniversalX Limited or any third party;
(z) Using the Platform to launder money, finance terrorism, or facilitate any other illicit financial activity;
(a) Engaging in any activity that could damage, disable, overburden, or impair the Platform;
(b) Using the Platform on behalf of, or for the benefit of, any sanctioned person, entity, or jurisdiction;
(c) Exploiting, or attempting to exploit, any bug, error, design flaw, vulnerability, or unintended behavior in the Platform, its smart contracts, APIs, order execution logic, pricing mechanisms, or any connected infrastructure;
(d) Manipulating or attempting to manipulate oracle price feeds, liquidity pools, order books, or any other data source relied upon by the Platform;
(e) Executing or attempting to execute transactions designed to exploit arbitrage opportunities arising from system errors, latency, stale pricing, or misconfigured parameters that a reasonable user would understand are unintended;
(f) Interfering with or attempting to interfere with the proper functioning of Custodial Order Features, including limit order execution, order matching, or settlement;
(g) Accessing or attempting to access digital assets held in custody by exploiting any vulnerability in custodial smart contracts, order management systems, or related infrastructure.
We reserve the right, in our sole and absolute discretion, to restrict, suspend, or terminate your access to the Platform at any time, with or without notice, for any reason or no reason, including but not limited to any suspected violation of these Terms.
7. EXPLOITATION, SECURITY VIOLATIONS, AND REMEDIES
THIS SECTION SETS FORTH SPECIFIC TERMS REGARDING THE EXPLOITATION OF VULNERABILITIES, BUGS, OR UNINTENDED BEHAVIOR IN THE PLATFORM. UNIVERSALX LIMITED TAKES EXPLOITATION EXTREMELY SERIOUSLY AND WILL PURSUE ALL AVAILABLE LEGAL AND EQUITABLE REMEDIES AGAINST ANY PERSON OR ENTITY THAT ENGAGES IN EXPLOITATIVE CONDUCT.
7.1 Definition of Exploitation
For purposes of these Terms, "Exploitation" means any act or series of acts by which a user or third party knowingly, recklessly, or negligently takes advantage of any bug, error, vulnerability, design flaw, misconfiguration, unintended behavior, or security weakness in the Platform, its smart contracts, APIs, order execution logic, custodial systems, pricing mechanisms, oracle integrations, cross-chain infrastructure, or any other component of the Platform or its connected systems, to obtain a benefit, financial gain, or advantage that such user or third party would not have obtained through the intended and normal operation of the Platform.
Without limiting the generality of the foregoing, Exploitation includes but is not limited to:
(h) Executing transactions that take advantage of pricing errors, stale data, oracle manipulation, or misconfigured parameters;
(i) Extracting, draining, or redirecting digital assets from the Platform's custodial smart contracts, liquidity pools, or order management systems through unintended means;
(j) Flash loan attacks, reentrancy attacks, sandwich attacks, time-bandit attacks, or any other known or novel attack vector targeting the Platform or its connected protocols;
(k) Manipulating transaction ordering, gas prices, or block production to gain an unfair advantage over other users or the Platform (beyond standard MEV activity conducted through public mempools);
(l) Exploiting race conditions, logic errors, or rounding errors in smart contracts or off-chain systems;
(m) Accessing, copying, exfiltrating, or tampering with data, keys, or assets through unauthorized means, including but not limited to SQL injection, API abuse, buffer overflow, privilege escalation, or social engineering;
(n) Repeatedly or systematically exploiting any bug or error after becoming aware of its existence, whether or not such bug or error has been publicly disclosed;
(o) Assisting, facilitating, or conspiring with any other person or entity to engage in any of the foregoing activities.
7.2 Obligation to Report Vulnerabilities
If you discover or become aware of any bug, error, vulnerability, or security weakness in the Platform, you are required to promptly and confidentially report such discovery to UniversalX Limited at the contact information provided in Section 22 of these Terms. You shall not disclose, publicize, or exploit any such vulnerability prior to providing UniversalX Limited a reasonable opportunity to investigate and remediate the issue.
Failure to report a known vulnerability, or the exploitation of a known vulnerability, shall constitute a material breach of these Terms.
7.3 Remedies for Exploitation
In the event that UniversalX Limited determines, in its sole and reasonable discretion, that a user has engaged in Exploitation, UniversalX Limited reserves the right to take any or all of the following actions, without limitation and without prior notice:
(p) Immediately suspend or permanently terminate the user's access to the Platform;
(q) Freeze, reverse, claw back, or otherwise recover any digital assets, funds, or value obtained through Exploitation, including but not limited to assets held in custodial smart contracts, connected wallets, or third-party platforms to the extent technically feasible;
(r) Void, cancel, or reverse any transactions that were executed as part of or in connection with the Exploitation;
(s) Blacklist any wallet addresses associated with the Exploitation from interacting with the Platform;
(t) Report the Exploitation to relevant law enforcement, regulatory, and governmental authorities, and cooperate fully with any resulting investigation or prosecution;
(u) Pursue all available civil remedies, including but not limited to claims for damages (including consequential and punitive damages to the fullest extent permitted by law), unjust enrichment, conversion, trespass to chattels, violation of computer fraud and abuse statutes, and injunctive and equitable relief;
(v) Pursue criminal referrals under applicable laws, including but not limited to the Computer Fraud and Abuse Act (18 U.S.C. § 1030), the UK Computer Misuse Act 1990, the EU Directive on Attacks Against Information Systems (2013/40/EU), and equivalent statutes in other jurisdictions;
(w) Engage third-party blockchain analytics, forensic investigation, and asset tracing services to identify, track, and recover exploited assets;
(x) Seek emergency injunctive relief, temporary restraining orders, asset freezing orders, or other interim measures from any court of competent jurisdiction, without the requirement of posting a bond.
7.4 Exploiter Liability and Indemnification
Any person or entity that engages in Exploitation shall be jointly and severally liable for all losses, damages, costs, and expenses (including reasonable attorneys' fees, forensic investigation costs, blockchain analytics costs, and expert witness fees) incurred by UniversalX Limited, its affiliates, its users, or any other affected party as a result of the Exploitation.
You agree that any digital assets obtained through Exploitation are and remain the property of UniversalX Limited or the rightful owners thereof, and that UniversalX Limited is entitled to recover such assets through any lawful means, including on-chain recovery, legal proceedings, and cooperation with law enforcement.
You further agree that in the event of Exploitation, the $100 liability cap set forth in Section 14 of these Terms shall not apply to limit UniversalX Limited's recovery against the exploiter. The exploiter shall be liable for the full extent of all damages caused.
7.5 No Safe Harbor for Exploitation
There is no safe harbor, amnesty, or immunity for Exploitation under these Terms. The fact that a vulnerability exists, is publicly known, or has not yet been patched does not create any right, license, or permission to exploit it. The existence of a bug bounty program, if any, does not authorize unauthorized exploitation; participation in any bug bounty program is governed by its own separate terms.
For the avoidance of doubt, the disclaimer of warranties and limitation of liability provisions in Sections 13 and 14 of these Terms are intended to protect UniversalX Limited from claims by users---they do not protect exploiters from claims by UniversalX Limited. UniversalX Limited expressly reserves all rights, claims, and remedies against any person or entity that engages in Exploitation.
7.6 Cooperation with Investigations
You agree to cooperate fully with any investigation by UniversalX Limited or its agents relating to suspected Exploitation, including but not limited to providing information about your identity, wallet addresses, transaction history, and any communications related to the suspected Exploitation. Refusal to cooperate shall constitute an independent breach of these Terms and may give rise to an adverse inference in any legal proceeding.
8. INTELLECTUAL PROPERTY
The Platform and its entire contents, features, and functionality---including but not limited to all software, code, designs, text, graphics, logos, icons, images, audio, video, data compilations, and the design, selection, and arrangement thereof---are owned by UniversalX Limited, its licensors, or other providers of such material, and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
These Terms grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal, non-commercial purposes, subject to your compliance with these Terms. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any material from the Platform, except as necessary for your ordinary use.
The "UniversalX," "Particle Network," and "Parti" names, logos, and all related names, logos, product and service names, designs, and slogans are trademarks of UniversalX Limited or its affiliates. You may not use such marks without our prior written permission.
9. PRIVACY AND DATA
Your use of the Platform is subject to our Privacy Policy, which is incorporated herein by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.
You acknowledge that blockchain transactions are publicly visible and that we cannot control the disclosure of on-chain data. We are not responsible for the privacy of any information recorded on a public blockchain.
10. FEES AND GAS COSTS
Transactions executed through the Platform may be subject to fees, including but not limited to network gas fees, protocol fees, swap fees, bridge fees, and any fees charged by third-party services. All fees are non-refundable. Gas fees are determined by the underlying blockchain network and are outside our control. We may charge platform fees as disclosed on the Platform, which may change at any time without prior notice.
You are solely responsible for ensuring that you have sufficient funds or digital assets to cover all applicable fees before initiating any transaction.
11. ACCOUNT AND WALLET SECURITY
You are solely responsible for maintaining the confidentiality and security of your wallet, private keys, seed phrases, and any credentials used to access the Platform. You agree to immediately notify us if you suspect any unauthorized use of or access to your account or wallet.
We shall not be liable for any loss or damage arising from your failure to comply with this section, including but not limited to losses resulting from compromised wallets, phished credentials, or stolen private keys.
12. THIRD-PARTY SERVICES AND LINKS
The Platform may contain links to, or integrate with, third-party websites, protocols, applications, or services ("Third-Party Services"). We provide access to Third-Party Services solely as a convenience, and we do not control, endorse, warrant, or assume any responsibility for the availability, accuracy, legality, or quality of any Third-Party Services.
Your interactions with Third-Party Services are governed solely by the terms and policies of those third parties. We shall not be a party to, or responsible for, any transactions, disputes, or liabilities arising from your use of Third-Party Services. You irrevocably release us from any and all claims, demands, or damages of any kind arising from or in any way connected with your use of Third-Party Services.
13. DISCLAIMER OF WARRANTIES
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNIVERSALX LIMITED EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
(y) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
(z) WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
(a) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, TIMELY, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;
(b) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, DATA, PRICING, OR INFORMATION PROVIDED THROUGH THE PLATFORM;
(c) ANY WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
(d) ANY WARRANTY REGARDING THE PERFORMANCE, SECURITY, OR CORRECTNESS OF ANY SMART CONTRACT, PROTOCOL, BRIDGE, OR ORACLE ACCESSED THROUGH THE PLATFORM.
WE DO NOT WARRANT OR GUARANTEE THAT ANY DIGITAL ASSET, TOKEN, OR PROTOCOL ACCESSIBLE THROUGH THE PLATFORM IS SAFE, LEGITIMATE, OR FREE FROM FRAUD OR MANIPULATION. SOME DIGITAL ASSETS MAY BE SCAMS, RUGPULLS, OR OTHERWISE FRAUDULENT. IT IS YOUR SOLE RESPONSIBILITY TO CONDUCT YOUR OWN DUE DILIGENCE BEFORE ENGAGING IN ANY TRANSACTION.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNIVERSALX LIMITED, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR:
(e) Loss of profits, revenue, data, use, goodwill, or other intangible losses;
(f) Loss of or damage to digital assets, tokens, or cryptocurrencies;
(g) Unauthorized access to or alteration of your transmissions or data;
(h) Hacking, exploits, vulnerabilities, or security breaches affecting the Platform, any protocol, or any smart contract;
(i) Errors, bugs, or inaccuracies in the Platform or any content, data, or pricing information;
(j) Personal injury or property damage resulting from your use of the Platform;
(k) Any interruption, suspension, or termination of the Platform;
(l) The conduct or content of any third party on or connected to the Platform;
(m) Failed, delayed, or misdirected transactions, whether on-chain or cross-chain;
(n) Any action or inaction of any blockchain network, validator, miner, or node operator;
(o) Oracle manipulation, price feed inaccuracies, or MEV exploitation;
(p) Bridge failures, cross-chain messaging errors, or relay network attacks.
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UNIVERSALX LIMITED AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100.00) OR (B) THE AMOUNT OF FEES PAID BY YOU TO UNIVERSALX LIMITED IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless UniversalX Limited and its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in any way connected with:
(q) Your access to or use of the Platform;
(r) Your violation of these Terms or any applicable law, rule, or regulation;
(s) Your violation of any rights of any third party;
(t) Any content or data you submit, post, or transmit through the Platform;
(u) Any negligent, reckless, or intentionally wrongful act or omission by you;
(v) Your use of any Third-Party Services accessed through the Platform;
(w) Any dispute between you and any other user or third party;
(x) Any Exploitation (as defined in Section 7) or attempted Exploitation by you, including all losses suffered by UniversalX Limited, its users, or any third party, and all costs of investigation, forensic analysis, asset tracing, and recovery.
This indemnification obligation shall survive termination of these Terms and your use of the Platform.
16. RELEASE OF CLAIMS
You expressly waive and release UniversalX Limited and its affiliates from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Platform, including but not limited to claims related to losses of digital assets, transaction failures, smart contract exploits, bridge failures, hacking incidents, or regulatory actions.
If you are a California resident, you hereby waive the benefits and protections of California Civil Code § 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
If you are a resident of any other jurisdiction with a similar statute or rule, you hereby waive the benefits and protections of any such statute or rule to the fullest extent permitted by law.
17. GEOGRAPHIC RESTRICTIONS AND SANCTIONS COMPLIANCE
The Platform is not intended for use in any jurisdiction where such use would be prohibited or restricted by law. Without limiting the foregoing, the Platform is not available to persons or entities located in, organized under the laws of, or ordinarily resident in: the United States of America, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine, or any other jurisdiction subject to comprehensive sanctions or embargoes ("Restricted Jurisdictions").
By using the Platform, you represent and warrant that you are not located in, organized under the laws of, or a resident of any Restricted Jurisdiction, and that you will not access or use the Platform while located in any Restricted Jurisdiction, including through the use of a virtual private network (VPN) or similar technology.
We reserve the right to implement and modify geographic restrictions, IP-based blocking, and other compliance measures at any time without prior notice. We may cooperate with law enforcement or regulatory authorities to the extent required by applicable law.
18. TERMINATION AND SUSPENSION
We may, in our sole and absolute discretion, at any time and for any reason or no reason, and without prior notice or liability to you:
(y) Restrict, suspend, or terminate your access to all or any part of the Platform;
(z) Modify, discontinue, or cease providing the Platform or any feature thereof;
(a) Implement or modify any access controls, geographic restrictions, or eligibility requirements.
Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to: Sections 4, 5, 6, 7, 8, 13, 14, 15, 16, 17, 19, 20, and 21.
19. DISPUTE RESOLUTION AND ARBITRATION
19.1 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any related matter ("Dispute") shall be resolved exclusively by final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The arbitration shall be administered by the International Chamber of Commerce (ICC) in accordance with its then-current rules. The arbitration shall be conducted by a single arbitrator and shall take place in the British Virgin Islands (or such other location as mutually agreed). The language of the arbitration shall be English.
19.2 Class Action and Jury Trial Waiver
YOU AND UNIVERSALX LIMITED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU EXPRESSLY WAIVE ANY RIGHT TO A JURY TRIAL.
19.3 Governing Law
These Terms and any Dispute shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to its conflict of law principles. To the extent that any legal proceeding is permitted outside of arbitration, you hereby consent to the exclusive jurisdiction and venue of the courts of the British Virgin Islands.
19.4 Time Limitation
Any claim or cause of action arising from or related to these Terms or your use of the Platform must be filed within one (1) year after such claim or cause of action arose, or it shall be permanently barred.
20. FORCE MAJEURE
UniversalX Limited shall not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, flood, earthquakes, pandemics, epidemics, network infrastructure failures, blockchain network failures or outages, smart contract failures, strikes, shortages of transportation, fuel, energy, labor, or materials, power outages, cyberattacks, DDoS attacks, regulatory actions, or government orders.
21. GENERAL PROVISIONS
21.1 Entire Agreement
These Terms, together with the Privacy Policy and any other policies or guidelines referenced herein, constitute the entire agreement between you and UniversalX Limited with respect to the Platform and supersede all prior or contemporaneous agreements, understandings, representations, and warranties.
21.2 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms, and the remaining provisions shall continue in full force and effect.
21.3 Waiver
The failure of UniversalX Limited to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. Any waiver of any provision of these Terms shall be effective only if in writing and signed by UniversalX Limited.
21.4 Assignment
You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without the prior written consent of UniversalX Limited. UniversalX Limited may freely assign, transfer, or delegate these Terms or any of its rights or obligations without restriction and without notice to you.
21.5 No Third-Party Beneficiaries
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and UniversalX Limited.
21.6 Headings
The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
21.7 Electronic Communications
By using the Platform, you consent to receiving electronic communications from us. You agree that all notices, disclosures, and other communications provided to you electronically satisfy any legal requirement that such communications be in writing.
21.8 Language
These Terms are drafted in the English language. In the event of any conflict between the English version and any translation, the English version shall control.
22. CONTACT INFORMATION
If you have any questions regarding these Terms, you may contact us at:
UniversalX Limited
[Registered Address]
[Email: [email protected]]
END OF TERMS OF SERVICE
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