Terms of Service

By accessing or using the Site or Services, or by affirmatively accepting these Terms in connection with an issuance of LAPTOP Tokens by the Company, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Site or Services or participate in any issuance of LAPTOP Tokens by the Company that is subject to these Terms. Notwithstanding the foregoing, the laws of some jurisdictions may limit or not permit certain provisions of these Terms, such as indemnification, the exclusion of certain warranties or the limitation of liability. In such a case, such provisions will apply only to the maximum extent permitted by the laws of such jurisdictions. Also, you may have additional legal rights in your jurisdiction, and nothing in these terms will prejudice such rights that you may have as a consumer of the Services under such applicable law.

Familiarize yourself with our Privacy Policy to understand how we manage your information.

We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or by sending other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. The Services are not authorized for use in certain other jurisdictions. You may not attempt to access or use the Services if you are not permitted to do so. In order to protect the integrity of the Services, we reserve the right, at any time, in our sole discretion, to block access to the Services from certain IP addresses and unique device identifiers.

By accessing or using the Services, you represent and warrant that (a) if you are an individual, you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction of residence if older, and have the full legal capacity to enter into and be bound by these Terms, or (b) if you are accessing or using the Services on behalf of an entity, you have the full legal right, power, and authority to bind that entity to these Terms, and “you” will refer to that entity.

(a) No Professional Advice. All information provided by the Services is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Services. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

(b) No Fiduciary Duties. These Terms are not intended to, and do not, create or impose any fiduciary duties on the Company Parties. To the fullest extent permitted by law, you acknowledge and agree that the Company Parties 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 the Company Parties owe you are those set out expressly in these Terms.

(c) Regulatory and Compliance Suspensions or Terminations. We may suspend or terminate your access to the Services at any time as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third party service provider. Such suspension or termination shall not be constituted a breach of these Terms by the Company.

(d) Ownership and Control of Assets. The Company does not custody or control any LAPTOP Tokens, digital assets or private keys held by you. You are solely responsible for the custody and control of your digital assets and the cryptographic private keys associated with any wallet you use to hold or transact in LAPTOP Tokens. The Company will not be responsible for any loss resulting from the loss, compromise or unauthorized use of your private keys or digital asset wallet.

(e) Wallet Security. You are solely responsible for maintaining the security of any digital asset wallet, private key, device or credentials that you use in connection with the LAPTOP Token. The Company does not have access to or control over your private keys and cannot recover, reverse or otherwise remediate transactions involving LAPTOP Tokens. The Company will not be liable for any loss arising from unauthorized access to or use of your wallet, private keys or devices.

(f) Taxes. You are solely responsible for determining whether any taxes apply to your acquisition, ownership, transfer, sale or other disposition of LAPTOP Tokens and for reporting and remitting any applicable taxes to the appropriate governmental authority. The Company does not provide tax advice and is not responsible for determining, collecting, reporting or remitting taxes arising from your activities involving LAPTOP Tokens. You should consult your own tax advisor regarding the tax consequences applicable to you.

(g) Sanctions.By accessing or using the Site, you represent and warrant that you are not: (i) the subject or target of sanctions administered or enforced by the United States, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Kingdom, the European Union, the United Nations or any other applicable governmental authority; or (ii) located, organized or ordinarily resident in a country or territory that is the subject of comprehensive economic sanctions applicable to the Company.

(h) Jurisdiction. You acknowledge and agree that, solely with respect to the issuance of LAPTOP Tokens by the Company, irrevocable liability is incurred and title is transferred in the British Virgin Islands, and that such issuance and all activities and effects of such issuance occur solely within the British Virgin Islands and not in any other jurisdiction, regardless of where you may have submitted instructions, sent payments, connected or signed a digital wallet or otherwise interacted in connection with such issuance, and you will not take a contrary position.

(i) Compliance With Applicable Law. The Company is organized under the laws of the British Virgin Islands. The availability of the Site or information regarding the LAPTOP Token in any jurisdiction does not constitute a representation or warranty by the Company that the Site, the LAPTOP Token or any activity involving the LAPTOP Token is lawful or permitted in that jurisdiction. You are solely responsible for determining and complying with all laws and regulations applicable to your access to the Site and your acquisition, ownership, use, transfer, sale or other disposition of LAPTOP Tokens.

(j) Nature of the LAPTOP Token. The LAPTOP Token is a memecoin created for entertainment and community participation purposes. The LAPTOP Token does not represent or confer any equity, ownership, debt, profit sharing, revenue sharing or other financial or economic interest in the Company Parties, the Project or any other person or entity. Holding a LAPTOP Token does not entitle you to dividends, distributions, profits, revenues, assets, voting rights, redemption rights or any other contractual or legal rights against the Company Parties or any other person. The Company Parties have no obligation to redeem, repurchase or otherwise acquire LAPTOP Tokens from any holder.

(k) No Promise of Value, Liquidity or Development. The Company Parties make no representation, warranty, promise or undertaking regarding the present or future value, price, liquidity, tradability or availability of any market for the LAPTOP Token. The Company Parties have no obligation to support or maintain the price or liquidity of the LAPTOP Token, obtain or maintain any exchange or trading venue listing, develop or maintain any particular product, functionality or ecosystem, or undertake any future development activities with respect to the Project or the LAPTOP Token. The LAPTOP Token may lose some or all of its value and may become illiquid or cease to have any market.

(l) Prediction Market Information.The Site may display information relating to predicted or actual outcomes of certain events, together with related token allocation, category and other tokenomics information (collectively, “Prediction Market Information”). Prediction Market Information is provided for informational and entertainment purposes only, does not constitute an offer, solicitation or recommendation to buy, sell or hold any digital asset, and does not create any right to receive, or otherwise affect your entitlement to, any LAPTOP Tokens, except as otherwise expressly set forth in these Terms or any other terms applicable to a specific distribution of LAPTOP Tokens. THE COMPANY PARTIES MAKE NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF ANY PREDICTION MARKET INFORMATION.

For certain events, resolution criteria and the determination of the outcome may be based on or determined by reference to a third-party prediction market or other third-party data provider that is not owned, operated or controlled by the Company (a “Data Source”), where a corresponding market exists on such Data Source, and the determination of such outcome by the Data Source will be final for purposes of the Prediction Market Information displayed on the Site. For events for which no corresponding market exists on a Data Source, resolution criteria will be established, and the outcome will be determined, by the Company in its sole discretion, based on publicly available information or other sources the Company considers reliable, and, in the event of any ambiguity or dispute regarding such resolution criteria or outcome, the Company will have final and binding discretion to resolve such ambiguity or dispute. The Company Parties do not verify, endorse or guarantee any information provided by a Data Source, do not control or influence how a Data Source determines or resolves the outcome of any event, and are not responsible for any error, delay, discontinuation, unavailability or other issue affecting a Data Source or the information it provides.

(a) Our Intellectual Property. Content we provide on the Services is protected by intellectual property laws.

(b) Feedback. Feedback is welcome. If provided, you agree that we can use it without any obligation to compensate you.

You agree not to do any of the following:

• (a) Use, display, mirror or frame the Services or any individual element within the Services, the Company’s name, any the Company trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without the Company’s express written consent;
• (b) Access, tamper with, or use non-public areas of the Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
• (c) Attempt to probe, scan or test the vulnerability of any the Company system or network or breach any security or authentication measures;
• (d) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Services;
• (e) Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third-party web browsers;
• (f) Use any meta tags or other hidden text or metadata utilizing the Company trademark, logo URL or product name without the Company’s express written consent;
• (g) Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• (h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
• (i) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• (j) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• (k) Impersonate or misrepresent your affiliation with any person or entity;
• (l) Violate any applicable law or regulation; or
• (m) Encourage or enable any other individual to do any of the foregoing.

The Company is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

The Services may allow you to access third-party websites or other resources, including any third party exchange, decentralized protocol or secondary market through which LAPTOP Tokens may be acquired (“Third-Party Platforms”). The Company Parties do not facilitate, broker, process, recommend, or receive any consideration in connection with any transaction in LAPTOP Tokens conducted on or through any Third-Party Platform, and are not responsible for the content, products, or services on or available from any Third-Party Platform or those resources or links displayed on such websites. Your access to and use of any Third-Party Platform, including any acquisition of LAPTOP Tokens thereon, is solely between you and the applicable Third-Party Platform and subject to that platform’s own terms of service, privacy policy and other applicable terms, which you are solely responsible for reviewing and complying with. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third-Party Platform or other third-party resources.

We may suspend, restrict or terminate your access to the Site or Services at any time, with or without notice, including if we determine that your access or use violates these Terms or applicable law. Any suspension, restriction or termination of access to the Site will not affect your ownership or control of any LAPTOP Tokens held in a digital asset wallet controlled by you. Any provisions of these Terms that by their nature should survive termination will survive, including the provisions relating to intellectual property, disclaimers, indemnification, limitations of liability, governing law, dispute resolution and general terms.

THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY PARTIES EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE COMPANY PARTIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. THE COMPANY PARTIES MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.

YOU ACKNOWLEDGE THAT DIGITAL ASSETS, INCLUDING THE LAPTOP TOKEN, INVOLVE SUBSTANTIAL RISK. THE VALUE OF THE LAPTOP TOKEN MAY BE EXTREMELY VOLATILE AND MAY DECLINE RAPIDLY OR PERMANENTLY, INCLUDING TO ZERO. MARKETS FOR THE LAPTOP TOKEN MAY BE LIMITED, ILLIQUID OR NONEXISTENT, AND ANY THIRD PARTY EXCHANGE, DECENTRALIZED PROTOCOL OR SECONDARY MARKET MAY SUSPEND OR TERMINATE TRADING IN THE LAPTOP TOKEN AT ANY TIME.

THE COMPANY PARTIES DO NOT OPERATE OR CONTROL ANY BLOCKCHAIN NETWORK, DIGITAL ASSET WALLET, THIRD PARTY EXCHANGE, DECENTRALIZED PROTOCOL OR SECONDARY MARKET THROUGH WHICH LAPTOP TOKENS MAY BE HELD OR TRANSACTED. THE COMPANY PARTIES WILL NOT BE RESPONSIBLE FOR LOSSES ARISING FROM OR RELATING TO BLOCKCHAIN FAILURES, NETWORK CONGESTION, SMART CONTRACTS, WALLETS, THIRD PARTY TRADING VENUES, CYBERSECURITY INCIDENTS, LOST OR COMPROMISED PRIVATE KEYS, MARKET VOLATILITY, LACK OF LIQUIDITY, REGULATORY DEVELOPMENTS OR THE ACTS OR OMISSIONS OF THIRD PARTIES.

BY ACCESSING THE SITE OR ACQUIRING OR HOLDING LAPTOP TOKENS, YOU ACKNOWLEDGE AND ACCEPT THE RISKS ASSOCIATED WITH DIGITAL ASSETS AND THE LAPTOP TOKEN.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company Parties from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses, including reasonable legal and accounting fees, arising out of or relating to: (a) your access to or use of the Site or Services; (b) your acquisition, ownership, use, transfer, sale or other disposition of LAPTOP Tokens; (c) your violation of these Terms or applicable law; or (d) your infringement or violation of the rights of any third party.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE COMPANY PARTIES NOR THEIR SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, THE PROJECT OR THE LAPTOP TOKEN, INCLUDING THE ACQUISITION, OWNERSHIP, HOLDING, USE, TRANSFER, SALE OR OTHER DISPOSITION OF LAPTOP TOKENS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY PARTIES OR THEIR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SERVICES, THE PROJECT OR THE LAPTOP TOKEN, INCLUDING THE ISSUANCE, ACQUISITION, OWNERSHIP, HOLDING, USE, TRANSFER, SALE OR OTHER DISPOSITION OF LAPTOP TOKENS, EXCEED ONE HUNDRED U.S. DOLLARS (USD$100).

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY PARTIES AND YOU.

These Terms and any dispute arising out of or relating to these Terms, the Site, the Services, the Project or the LAPTOP Token will be governed by the laws of the British Virgin Islands, without regard to its conflict of laws principles. Except for Disputes required to be resolved by arbitration pursuant to Section 14, the courts of the British Virgin Islands will have exclusive jurisdiction over any action or proceeding arising out of or relating to these Terms, the Site, the Services, the Project or the LAPTOP Token, and you and the Company Parties each irrevocably submit to the jurisdiction of, and waive any objection to venue in, such courts.

(a) Mandatory Arbitration of Disputes.You and the Company Parties agree that any dispute, controversy, difference or claim arising out of or relating to these Terms, the Site, the Services, the Project or the LAPTOP Token, including the issuance, acquisition, ownership, holding, use, transfer, sale or other disposition of LAPTOP Tokens, and including the existence, validity, interpretation, performance, breach or termination of these Terms or any non-contractual obligations arising out of or relating thereto (collectively, “Disputes”), will be referred to and finally resolved by binding arbitration administered by the BVI International Arbitration Centre (the “BVI IAC”) in accordance with the BVI IAC Arbitration Rules in effect at the time the arbitration is commenced. The seat of arbitration will be Road Town, Tortola, British Virgin Islands, and the arbitration will be conducted in English. The law governing this arbitration agreement will be the laws of the British Virgin Islands.

Except as expressly provided in this Section 14, all Disputes will be resolved solely on an individual basis and not in any class, collective, consolidated or representative action or proceeding. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY PARTIES EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OR PROCEEDING. This Section 14 will survive any termination of these Terms.

(b) Intellectual Property Relief.Notwithstanding Section 14(a), either party may seek temporary or preliminary injunctive or other equitable relief from a court of competent jurisdiction solely to prevent or restrain the actual or threatened infringement, misappropriation or other violation of its intellectual property rights. Any such request for relief will not constitute a waiver of either party’s right to arbitrate any Dispute, and the merits of the underlying Dispute and any other relief sought will remain subject to arbitration in accordance with this Section 14.

(c) Authority of the Arbitrator.Subject to the BVI Arbitration Act and the BVI IAC Arbitration Rules, the arbitrator will have authority to determine all issues arising out of or relating to a Dispute, including issues concerning the arbitrator’s jurisdiction and the existence, scope, validity or enforceability of this Section 14. The arbitrator may grant any remedy or relief that would otherwise be available in a court of competent jurisdiction, but only in favor of the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

(d) Class and Representative Action Waiver. YOU AND THE COMPANY PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR PROCEEDING. Unless you and the Company Parties agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person or entity or otherwise preside over any form of class, collective or representative proceeding. If this Section 14(d) is determined to be invalid or unenforceable with respect to a particular claim or request for relief, that claim or request for relief will be severed and resolved by a court of competent jurisdiction, and all remaining Disputes will remain subject to arbitration in accordance with this Section 14.

(e) Severability. Except as expressly provided in Section 14(d), if any provision of this Section 14 is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Section 14 will remain in full force and effect.

(a) Reservation of Rights. The Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

(b) Entire Agreement.These Terms constitute the entire and exclusive understanding and agreement between the Company and you regarding the Site, the Services, the Project and the LAPTOP Token, and supersede and replace all prior oral or written understandings or agreements between the Company and you regarding the foregoing. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. The Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices. Any notices or other communications provided by the Company under these Terms will be given by posting to the Services.

(d) Waiver of Rights.The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

(e) Non-Reliance. To the fullest extent permitted by applicable law, you acknowledge and agree that, in accessing the Site or acquiring, holding or otherwise transacting in LAPTOP Tokens, you are not relying on any representation, warranty, statement, communication, projection, promise or undertaking by the Company Parties or any person acting on their behalf regarding the future value, price, liquidity, tradability, exchange listing, functionality, development, adoption or success of the LAPTOP Token or the Project, except for any express representation expressly set forth in these Terms. Nothing in this Section excludes or limits liability that cannot lawfully be excluded or limited.

If you have any questions about these Terms or the Services, please contact the Company at [email protected].