Terms of use

Terms of Use

Last Updated: January 8, 2024

Overview

Blade Labs Holdings Pte Ltd. (together with Blade Labs Inc., Blade Foundation Ltd. and our affiliates or subsidiaries, “Blade,” “we,” “us,” or “our”) is a web3 software development company focused on infrastructure tools and solutions leveraging distributed ledger technologies. Blade hosts top level domain websites, https://www.bladewallet.io/, https://www.bladelabs.io, https://www.bladefoundation.io, https://www.bladegroup.io, and https://launchpad.bladewallet.io/home that provides information regarding Blade and its services offerings, as well as sub-domains for Blade’s Services (collectively, the “Site”), which includes text, images, audio, code, and other materials and third-party information.

Blade makes available to users certain software services, including Blade’s unhosted wallet browser extension and mobile application (the “Wallet“). The Wallet enables users to (i) store locally on their own devices any digital representation of value which is recorded on a cryptographically secure distributed ledger or any similar technology (collectively, “Digital Assets“); (ii) link to decentralized applications (collectively “Dapp(s)“); (iii) view addresses and information that are part of Digital Asset networks and broadcast transactions; (iv) stake specific Digital Assets to receive rewards for securing Proof-of-Stake networks and participating in the network by validating transactions; and (v) additional functionality and features as may be added to the Wallet from time to time (collectively the “Wallet Services“).

In addition to the Wallet Services, Blade makes available to users a comprehensive suite of tools designed to assist with digital asset management and distribution through the Wallet (the “Launchpad”), which encompasses a range of modules and features, which currently includes (a) NFT airdrop tool, which enables users to distribute existing NFT smart contract collections or utilize the tool to mint NFT smart contracts on-demand; (b) fungible token airdrop tool, which facilitates the distribution of fungible tokens, allowing users to manage and monitor token airdrop campaigns; (c) loyalty card distribution tool, which empowers users to launch NFT smart contract-based loyalty cards that are embedded with unique parameters; and (d) multi-signature wallet, which users the ability to create multi-signature wallet accounts for heightened security and collaboration (collectively, the “Launchpad Services”). The Wallet Services and Launchpad Services shall be referred to collectively as the “Services”.

These Terms of Use (“Terms”) (i) contain the terms and conditions that govern your access to and use of the Wallet, Launchpad Site, and Services and (ii) constitute a legally binding agreement between Blade and you and/or the entity you represent (“you“, “your” or “user“).

THESE TERMS CONTAINS AN ARBITRATION CLAUSE WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND BLADE TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Agreement to the Terms; Privacy Policy

Please read these Terms carefully before using the Site or Services. By using or accessing the Site, Services and/or Content (defined below) in any manner, or clicking a button or checkbox to accept or agree to these Terms where that option is made available you, (i) accept and agree to these Terms and (ii) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, available at https://bladegroup.io/privacy-policy/ (the “Privacy Policy“). The Privacy Policy is incorporated herein by this reference in its entirety, and all references herein to the “Terms” include a reference to the Privacy Policy.

Changes to the Terms of Services

Blade reserves the right to alter, amend or modify these Terms from time to time, in our sole discretion, due to legislative or regulatory measures, technical developments, any change or improvement of the Services including security reinforcement of the Services. If we do so, we’ll notify you either by posting the modified Terms on the Site, by providing you a notice through the App, or through other methods of communication which we deem reasonable. It’s important that you review the Terms whenever we modify them, because, if you continue to use the Site or Services after we have modified the Terms, you are agreeing to be legally bound, and to abide by the modified Terms.

If you don’t agree to be bound by the modified Terms, then you may not use the Site or Services. Because our Services are evolving over time we may change or discontinue all or any part of the Site or Services, at any time and without notice, in our sole and absolute discretion.

Eligibility

You may use the Services if you are 18 years old or qualify as an adult in your country of residence and are not barred from using the Services under applicable law. By using the Site or Services and agreeing to these Terms, you represent and warrant that:

• You are of lawful age, and are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent and warrant that you have legal authority to bind that entity to these Terms.

• Neither you nor any person that owns or controls you is subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, or other applicable government authority.

Feedback

We welcome feedback, comments, ideas, and suggestions for improvements to the Services (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Our Services

Definition. “Private Key” means a critical piece of encrypted data used to authorize outgoing transactions on distributed ledgers/blockchain networks. “12-word Recovery Phrase” means a confidential combination of human readable words, generated by the Wallet, from which Users’ Private Keys are derived. They are used to back-up and restore access to your Wallet account and Digital Assets.

Private Keys & Recovery Phrase. Blade does not store your private keys, 12-word Recovery Phrase, or passwords (“Private Information”) on its servers. It is very important that you backup and save your Private Information. We urge you to write down your backup phrase and store it offline in two different places. If you lose your Private Information, it will not be possible for Blade to recover it for you and you may lose access to the Services. Blade doesn’t have access to your wallet, your funds, your transactions or any other information. If you do not understand the above paragraph then we strictly recommend that you learn more about Digital Assets before using the Services via the Blade Help Center. If you do not maintain a backup of your Private Information outside of the Services, you will not be able to access the Digital Assets associated with your Wallet.

Decentralized Key Recovery Mechanism. In an effort to increase data security, reliability, and scalability, Blade utilizes a “Decentralized Key Recovery Mechanism”, which is a process by which copies of data are stored on separate, independent storage locations in order to reduce the risk of catastrophic data loss in the event of a major failure or disasters. Such redundancy is created by copying data to multiple physical locations, often in multiple countries, therefore allowing for multiple backup copies of data that can be accessed in the event of a data loss incident.

Availability. We may change, update or suspend the Services, temporarily or indefinitely, so as to carry out works including, but not limited to: firmware and software updates, maintenance operations, amendments to the servers, bug fixes, etc. We will make reasonable efforts to give you prior notice of any significant disruption of the Services. Blade does not guarantee the correct functioning of the Services in the event of the installation or use of programs or applications that do not conform to Service specifications and technical standards.

Necessary Equipment. You must provide all equipment and software necessary to connect to use the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using the Services.

Blade Fees. We may charge fees for some or part of the Services we make available to you (“Blade Fees”). We reserve the right to change those fees at any time, in our sole and absolute discretion. We will disclose the amount of Blade Fees we will charge you for the applicable Service at the time that you access the Service.

Experimental Features. In order to accommodate advanced Users’ requests and to build new features and functionalities, we may release a series of experimental features on the Services from time to time. These features may not be complete and may have not been fully tested, which may present heightened risks. They may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information. You can think of these features as beta features. Blade does not guarantee the stability, functionality, or long-term support of these features. We do not recommend using these features unless you are an advanced User with strong technical skills. You expressly acknowledge and agree that use of the experimental features is at your sole risk.

No Warranty. Blade will use a reasonable level of skill and care to ensure that the Services can be accessed by you in accordance with the present Terms, but there are no guarantees that access and features will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information. The Services are provided “as is” without any warranty of any kind, either express or implied, and in particular without implied warranties of merchantability, reliability, and fitness for a particular purpose.

Disclaimer. OUR SERVICES RELY ON EMERGING DISTRIBUTED LEDGER TECHNOLOGIES, SUCH AS HEDERA HASHGRAPH, ETHEREUM, AND THIRD-PARTY DECENTRALIZED APPLICATIONS. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS. BLADE SHALL NOT BE LIABLE FOR THE FAILURE OF ANY MESSAGE TO SEND TO OR BE RECEIVED BY THE INTENDED RECIPIENT IN THE INTENDED FORM, OR FOR DIMINUTION OF VALUE OF HBAR OR ANY OTHER DIGITAL ASSET ON HEDERA HASHGRAPH OR ANY OTHER NETWORK, AND BLADE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SAME.

Staking

General. Through the Wallet, you can stake specific Digital Assets to receive rewards for securing Proof-of-Stake networks and participating in the network by validating transactions. You may choose to stake your assets by delegating to a third-party validator node. If you choose to stake your assets with a third-party validator node, then such staking is subject to the third party’s staking terms and conditions. BLADE DOES NOT PROVIDE ANY ADVICE OR MAKE ANY RECOMMENDATIONS ABOUT ENGAGING IN STAKING OR CHOOSING A VALIDATOR. Blade reserves the right to modify the list of third-party referenced validators at any time without prior notice. More information about staking Hbar through the Wallet and staking reward distribution for Hedera Hashgraph is available here: https://helpcenter.bladewallet.io/en/articles/6454976-how-to-stake-hbar-with-blade-wallet

No Custody. Blade will never take custody over any of your rewards or assets and Blade has no responsibility or control over any Proof-of-Stake network on which Blade may exercise validation rights delegated by you.

Rewards. You explicitly confirm that you are aware that delegation of staking rights to a validator operator listed in the Wallet does not grant to your benefit any right to request payment of any kind, but merely a potential right to share a reward perceived by the validator. If you stake your Digital Assets with a third-party operated node, that third-party will be acting as a transaction validator (and possibly also block creator and validator) on the applicable Proof-of-Stake network. If the third-party node successfully validates a block of transactions in that network, you may receive staking rewards granted by such a network at the rate indicated to you when staking your assets with the third-party validator. Your reward will be determined by the protocols of the applicable network. Please note, Blade only connects you with the available third-party nodes on the applicable network. It is up to you to decide which node to stake your Digital Assets.

No Guarantee of Rewards. BLADE DOES NOT GUARANTEE THAT YOU WILL RECEIVE STAKING REWARDS OR ANY STAKING REWARD RATES. SUCCESSFUL TRANSFER OF THE REWARDS IS SUBJECT TO THE PROOF-OF-STAKE NETWORKS AND IS NOT UNDER BLADE’S CONTROL.

Disclaimer. Staking is provided on an “as is” and “as available” basis. Blade is not responsible in any way for any failure by any supported Proof-of-Stake network to transfer rewards (including any risks of “slashing”) or for the loss, destruction, or transfer of rewards to the incorrect wallet address. Blade does not guarantee uninterrupted or error-free operation of the staking services or that it will correct all defects or prevent third-party disruptions or unauthorized third party access.

Third-Party Services

Definition. “Third Party Services” refers to any services, products, applications, software, decentralized applications (Dapps), or other content, documentation as well as source and object codes for all software embedded within the Site and Services that are hosted, developed and/or operated by a third party.

Terms and Conditions. The Site and Services may incorporate, reference and/or provide access to Third Party Services. For instance, the Wallet’s On-Off Ramp Aggregator allows you to buy, sell, and swap Digital Assets from a list of third party payment service providers (PSPs) that operate where you access the Services is an example of Third Party Services. You agree that your use of Third Party Services is subject to separate terms and conditions between you and the third-party identified in the Site or Services. For ease of reference, a list of links to Third Party Services terms and conditions is available below. Blade does not guarantee that such a list is comprehensive and it’s your responsibility to review and understand the applicable terms and conditions before using a Third Party Service:

• Stripe Terms of Service
• Moonpay Terms of Use
• Banxa Terms of Use
• OnMeta Terms and Conditions
• C14 Terms of Service
• Ramp User Agreement
• Alchemy Pay Terms of Use
• Poko Terms of Service
• D’Cent Terms and Conditions
• Hashaxis Terms of Service
• Uniswap Terms of Service
• Saucerswap Terms and Conditions
• Heliswap Terms of Use
• Circle’s Bridged USDC Terms
• Hedera Hashgraph Terms of Use
• Sensei Ltd. Terms and Conditions (Karate Combat)
• Nada Digital Co., Ltd Terms and Conditions (Slimeworld)
• Koala Klub LLC Disclaimer (Koala Hash Klub)
• Astra Nova Terms & Conditions
• Xeni Inc. Terms of Use

You may be able to link your Wallet to your accounts on Third Party Services to enable access to such accounts from your Wallet. In doing so, you understand and agree that all transactions made when accessing such accounts from your Wallet are subject to these Terms and to the terms of use, privacy policies, and other terms, conditions and policies imposed by the providers of such Third Party Services.

No Warranty. Blade is not responsible for the content, accuracy, security, availability, any performance, or failure to perform of the Third Party Services or any issue in relation with the use of Third Party Services. Blade does not provide any guarantees that access to Third Party Services will not be interrupted or that there will be no delays, failures, errors, omissions, corruption or loss of transmitted information, data or funds, and Blade shall not be liable for any such Third Party Services. You agree to use the Third Party Services at your own risk. It is your responsibility to review the third party’s terms and policies before using a Third Party Service. Third Party Services may not be available in all languages and may not be appropriate or available for use in any particular location. To the extent you choose to use such Third Party Services, you are solely responsible for compliance with any applicable laws in relation to such use. In addition, Blade reserves the right to block access to these Third Party Services through Blade Services in particular, but not exclusively, in the event of non-compliance with the applicable regulations by the Third Party partner. We retain the exclusive right to suspend, remove, or cancel the availability of any such Third Party Service for any reason and without prior notice.

Personal Data. Some Third Party Services may request or require access to your personal data. The processing of such data will be handled in accordance with the relevant Third Party’s privacy policy and best practices.

Fees. The use of distributed ledger technology, such as Hedera Hashgraph and Ethereum, is subject to transaction or gas fees (“Network Fees”). The use of certain Third Party Services may be subject to transaction fees and/or other fees charged by such Third Party Services (“Third Party Fees”). In addition to Network Fees and Third Party Fees, Blade reserves the right to charge you fees for secured and facilitated access provided by Blade to use such Third Party Services through the Wallet or Launchpad (“Transaction Fees”). Transaction Fees may be charged directly to the User or indirectly if already included in the Third Party Fees and paid by the Third Party to Blade on behalf of the User. In such an event, Blade will fully display all applicable fees and any applicable taxes.

NFT Rewards

Definitions. “Non-fungible token” or “NFT” refers to a specific type of Digital Asset, a cryptographic asset on a blockchain with unique identification codes and metadata that distinguish them from other tokens. “Soulbound token” or “SBT” is a non-transferable NFT, meaning it can never leave your Wallet once received. “Smart NFT” displays images based on pre-programmed rules written into the NFT; it is immutable and the content never changes since the variable images and logic are built into the design of the NFT.

Blade Loyalty Program. A “Blade Loyalty Card” is a combination of a non-transferable SBT associated with your Wallet account and a Smart NFT, which regularly scans your account for a specific set of transactions. Just connect your Wallet account to claim a Bronze Loyalty Card. Advance to Silver, Platinum, and Diamond status levels by using the Services and being an active and loyal Wallet user. Each status level corresponds to exciting rewards from Blade and Dapps in the Blade ecosystem. Additionally, holders of a Blade Loyalty Card are automatically enrolled into the Blade Partner Club, which gives you access to exclusive competitions and giveaways from Dapps using the Blade Wallet. More information about the Blade Loyalty Program can be found here: https://helpcenter.bladewallet.io/en/articles/7207129-blade-loyalty-card-faq or by contacting campaigns@bladewallet.io.

Please note, criteria for each Blade Loyalty Card status level and corresponding rewards are subject to change in our sole discretion.

Acceptable Use

User License. The Wallet, Launchpad, Site and Services are proprietary to Blade and its licensors and must not be used other than strictly in accordance with these Terms. Blade grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the Wallet, Launchpad, and Site for the purposes of accessing and using the Services strictly in accordance with these Terms. Any use of the Site or Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and may result in immediate termination of your license to use the Services.

Do No Harm. You agree (i) not to distribute any virus or other harmful computer code through Blade’s systems, (ii) not to use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or to extract data, (iii) not to provide false, inaccurate, or misleading information (iv) not to take any action that may impose an unreasonable or disproportionately large load on our or any of our third party-providers’ infrastructure, and (v) not use the Wallet, Launchpad, or Services to violate the law.

Don’t Circumvent Our Security. You agree not to avoid, bypass, remove, deactivate, impair, descramble, bypass, or circumvent any measures implemented by us or any of our service providers or any other third party to protect the Site, Services, or Content. Furthermore, you agree to not disguise your location through IP proxying or other methods.

Don’t Break the Law. You agree that you will not violate any laws when using the Services. This includes any local, provincial, state, federal, national, or international laws that may apply to you. You agree that you will not use the Services to pay for, support, or otherwise engage in any illegal activities including, but not limited to, fraud, illegal gambling, money laundering, or terrorist activities. You further agree not to encourage or induce any third party to engage in any of the activities prohibited under this section.

Don’t Interfere. You agree that you will not use or attempt to use another user’s Wallet without authorization, or use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner. You also agree to not interfere with, or attempt to interfere with, the access to the Services of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services.

Additional Representations & Warranties. By using the Site or Services, you further represent, warrant and covenant that:

• Any Digital Assets you transfer via the Services have been legally obtained by, and belong to, you;
• You will not provide any false, inaccurate or misleading information while using the Site or Services, or engage in any activity that operates to defraud Blade, other users of the Services, or any other person or entity;
• You will not use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;
• Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets; and
• You will pay all fees necessary for interacting with Hedera Hashgraph, or any other network with which the Services are compatible, including “gas” costs, as well as all fees charged by us for your use of the Services.

Acknowledgement of Risks; Recommendations

You acknowledge that you are fully aware of all applicable laws and technical constraints relating to the distributed ledger technology, and to the Services. You acknowledge that you have been warned of the following associated risks and advised of the following recommendations:

Regulatory. Distributed ledger technologies and related services are subject to continuous regulatory changes and scrutiny around the world, including but not limited to anti-money laundering and financial regulations. You acknowledge that certain Services, including their availability, could be impacted by one or more regulatory requirements.

Technology. Users understand that some of the technology supported or made available through the Services are new, untested, and not provided by Blade and therefore outside of Blade’s control. Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to blockchain networks which could result in the theft or loss of Digital Assets. Other adverse changes in market forces or in the technology, broadly construed, may prevent or compromise Blade’s performance under these Terms.

Cybersecurity. Hackers or other groups or organizations may attempt to interfere with Blade’s Services and information systems in several ways, including without limitation denial of service attacks, side-channel attacks, spoofing, smurfing, malware attacks, or consensus-based attacks.

Digital Assets & Distributed Ledger Technology. All transactions created through the Services are confirmed and recorded on public distributed ledgers. Such networks are decentralized peer-to-peer networks run by independent third-parties, which Blade does not own, control or operate. We have no control over blockchain networks and, therefore, cannot and do not ensure that the transactions you broadcast on the Services will be confirmed and processed. You acknowledge that we do not store, send, or receive Digital Assets on your behalf and you agree that the transactions you configure through the Services may fail, or may be substantially delayed by the underlying blockchain networks. On occasions, the underlying protocol of a given Digital Asset may change, which may have consequences on its key characteristics including but not limited to their availability, name, security, valuation value or the way it operates. Forks entail that forked Digital Assets may be misdirected or replicated. In any such events, Blade may decide, at its discretion, to suspend support of the impacted Digital Asset for as long as Blade deems necessary. When it so decides, Blade will endeavor to give you advance notice, but may not be able to. You should keep yourself apprised of such events and make all necessary arrangements.

No Retrieval of Private Keys. The only existing backup is with you. Blade operates non-custodial services, which means that we do not store, nor do we have access to your Digital Assets nor your Private Keys. Blade does not have access to or store passwords, 12-word Recovery Phrase, Private Keys, passphrases, transaction history, or other credentials associated with your use of the Services. We are not in a position to help you retrieve your credentials. You are solely responsible for remembering, storing, and keeping your credentials in a secure location, away from prying eyes. Any third party with knowledge of one or more of your 12-word Recovery Phrase can gain control of the Private Keys associated with your Wallet or of the 12-word Recovery Phrase, and therefore steal your Digital Assets, without any possibility for you or Blade to retrieve them.

Keep Your Credentials Safe. When you set up your Wallet account, you must: (a) protect and keep your 12-word Recovery Phrase secure and confidential and (c) protect and keep your Private Key secure and confidential.

Verify, Verify, Verify. Software integrity, especially when connected to the Internet, is very hard to verify. Blade’s security model relies on a trusted display. This is why the verification of the information on your Wallet is paramount. Before you approve an operation, you must always double check that the information displayed on your mobile or desktop screen is correct and matches the information displayed on your Wallet. Upon sending Digital Assets, you are solely responsible for verifying that the recipient address, amount and fees are correct and that they are the same on both your computer or mobile and on your Wallet’s screen. You also acknowledge that using unverified addresses to receive Digital Assets comes at your own risk.

Learn More. Before using the Wallet or any of the Services it is important to learn and understand the value as well as the risks involved with using Digital Assets and distributed ledger technology. To help with this, Blade recommends that you visit the Blade Academy and read the FAQs before starting your web3 journey.

No Liability. There may be additional risks that we have not foreseen or identified in these Terms. Before you use the Services, you are strongly encouraged to carefully assess whether your financial situation and risk tolerance is compatible with such use. For the avoidance of doubt, and notwithstanding the generality of the Limitation of Liability under these Terms, you hereby agree that Blade shall have no liability for any loss that incurs as a consequence of the risks highlighted in this section and/or your failure to follow the recommendations herein.

No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Site and Services should not and may not be construed as professional advice. You should not take, and should refrain from taking, any action based on any information contained on the Site or in the Services, or any other information we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord or telegram content, news feeds, tutorials, tweets and videos. Before you make any financial, legal or other decisions involving the Services or use thereof, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. The Terms are not intended to, and do not, create or impose any fiduciary duties on us. You further agree that the only duties and obligations that we have are expressly set out in these Terms (including in the Privacy Policy).

Indemnification

You agree to fully indemnify, defend, and hold harmless Blade and its directors, officers, employees, consultants, and other representatives (the “Blade Entities”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of, relating to or in any way connected with (i) your access to or use of the Site, Services or Content, (ii) your User Content, (iii) Third Party Services, or (iv) your violation of these Terms.

Limitation of Liability

THE BLADE ENTITIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE OUT OF OR IN CONNECTION WITH ANY AUTHORIZED OR UNAUTHORIZED USE OF THE SITE, THE APP OR THE SERVICES, EVEN IF AN AUTHORIZED REPRESENTATIVE OF PHANTOM HAS BEEN ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. PHANTOM SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO SOFTWARE, PRODUCTS, SERVICES, AND/OR INFORMATION OFFERED OR PROVIDED BY THIRD-PARTIES AND ACCESSED THROUGH THE APP, SITE OR SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE BLADE ENTITIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS (USD$100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

Content Ownership

General. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site or Services; and (ii) “User Content” means any Content that users or upload, submit, store, send, post or otherwise make available in the Wallet or through the Launchpad or Site. Content includes without limitation User Content.

We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content.

Subject to the foregoing, Blade and its licensors exclusively own all right, title and interest in and to the Site, the Services and Content, including all associated intellectual property rights. You acknowledge that the Site, Services and Content 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 or Content.

User Content. You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy.

You warrant and represent that you have the right and authority to submit your User Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person.

You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Restrictions. Except as expressly authorized, you will not, and will not attempt to (i) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (ii) reverse engineer, disassemble, or decompile the Wallet, Launchpad, or Site or apply any other process or procedure to derive the source code of any software included in the Wallet, Launchpad, or Site , (iii) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, (iv) use scraping techniques to mine or otherwise scrape data, or (v) resell or sublicense the Services, or use the Services to provide software as a service or any cloud-based, time sharing, service bureau or other services. You will not use Our Marks unless you obtain our prior written consent. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you. For the purposes of these terms, “Our Marks” means any trademarks, service marks, service or trade names, logos, trade dress and other designations of source, origin, sponsorship, certification or endorsement of Blade or its affiliates or their respective licensors.

Communications

You are not required to agree to receive promotional text messages, calls or pre-recorded messages as a condition of using the Services. By electing to submit your phone number to us and agreeing to these Terms, you agree to receive communications from the Blade Entities, including via text messages, calls, pre-recorded messages, and push notifications, any of which may be generated by automatic telephone dialing systems. These communications include, for example, operational communications concerning your account or use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or third parties, and news relating to the Services and industry developments. Standard text message charges applied by your telephone carrier may apply to text messages we send. If you submit someone else’s phone number or email address to us to receive communications from the Blade Entities, you represent and warrant that each person for whom you provide a phone number or email address has consented to receive communications from Blade.

If you wish to stop receiving promotional emails or promotional text messages, we provide the following methods for you to opt-out or unsubscribe: (a) follow the instructions we provide in the email or initial text message for that category of promotional emails or text messages or (b) if you have an account on the Services, you may opt-out or unsubscribe using your settings.

Compliance & Export Controls

Users shall comply, at their own expense, with all laws that apply to or result from their obligations under these Terms. By accessing and using the Services, you represent and warrant that you are not on any trade or economic sanctions lists, such as (but not limited to) the “Consolidated Sanctions List” by the UNSC (United Nations Security Council), designated as a “Specially Designated National” by OFAC (Office of Foreign Assets Control of the U.S. Treasury Department) or placed on the U.S. Commerce Department’s “Denied Persons List”. Blade reserves the right to select the markets and jurisdictions where it operates and may restrict or deny access to Services in certain countries, states or territories.

Governing Law; Dispute Resolution; Arbitration

Controlling Law. These Terms will be governed and construed in accordance with the laws of the Republic of Singapore, excluding its body of law controlling conflict of laws. Furthermore, the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.

Initial Action. If you have a dispute with Blade, you agree to contact us via email at policies@bladelabs.io to engage in good-faith efforts to resolve any and all disputes prior to initiating arbitration.

Dispute Resolution. Please read the following arbitration clauses in this section carefully as it requires you to arbitrate disputes with Blade and limits the manner in which you can seek relief from us. This section does not govern disputes between users or between users and third parties. Blade does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.

Arbitration. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives. Any dispute arising out of, in connection with or relating to this Agreement, or the breach, termination or validity thereof, that has not been resolved by negotiation 20 business days after a party’s request for negotiation, will be settled by final, binding arbitration in accordance with the rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this clause; provided however, either party retains the right to apply to any court of competent jurisdiction worldwide to protect and enforce its intellectual property and other rights. The arbitral tribunal will consist of 1 arbitrator. Either party may propose to the other the names of one or more persons, one of whom would serve as the sole arbitrator. If within 21 days after receipt by the Registrar of the SIAC the Notice of Arbitration, the parties have not reached an agreement on the nomination of a sole arbitrator, or if at any time either party so requests, the arbitrator will be appointed by the Chairman of the SIAC. The language of the arbitration will be English. The arbitral tribunal will be able to award damages only if consistent with the terms of this Agreement. The arbitration will be held in Singapore. The parties will share equally the arbitral tribunal’s fees and expenses pending the resolution of the arbitration unless the arbitral tribunal, pursuant to its right but not its obligation, requires the unsuccessful party to bear all or any portion of the costs of the successful party, including its reasonable attorneys fees and the cost of the arbitral tribunal. The decision of the arbitral tribunal will be final and may be sued on or enforced by the party in whose favor it runs in any court of competent jurisdiction at the option of such party.

Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: policies@bladelabs.io. The notice must be sent within 30 days of the “Last Updated” date or your first use of the Services, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, Blade also will not be bound by them.

Class Action Waiver. You further agree that any arbitration shall be conducted in your individual capacity only and not as a class action or other representative action, and you expressly waive your right to file a class action or seek relief on a class basis. YOU AND AGREE THAT YOU MAY BRING CLAIMS AGAINST BLADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Jury Trial Waiver. YOU AND BLADE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Blade are instead electing that all claims and disputes shall be resolved by arbitration as detailed in this section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

General

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Blade and you regarding the Site, Services, and Content, and supersede and replace any and all prior oral or written understandings or agreements between Blade and you regarding the Site, Services, and Content.

Assignment. You may not assign your rights or obligations under these Terms in whole or in part to any third party. You acknowledge and agree that Blade may assign its rights and obligations under these Terms of Use and, in such context, share or transfer information provided by you while using the Services to a third party.

Waiver. Our 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 Phantom. 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.

Languages. The English version of these Terms will be the binding version and all communications, notices, and other actions and proceedings relating to these Terms will be made and conducted in English, even if we choose to provide translations of these Terms into the native languages in certain countries. To the extent allowed by law, any inconsistencies among the different translations will be resolved in favor of the English version.

Headings. Any heading, caption, or section title contained is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

Contact Us. Feel free to contact us with any questions about these Terms. You can email us at policies@bladelabs.io.