ShillForce | The Internet’s Marketing Department

Terms of Use Agreement

Last Updated Date: June 5, 2025

Please read this Terms of Use Agreement (“Terms of Use”) carefully. Your access to and use of this website and any related websites, subdomains, or applications that link to these Terms of Use and are operated by Copiapoa Technologies, Inc., d/b/a ShillForce (“ShillForce,” “we,” “us” or “our”), its affiliates or agents (collectively, “Website”) and the information and services enabled through the Website (each including the Website, a “Service” and, collectively, the “Services”) are governed by these Terms of Use. The Services may enable users of the Website (“Users”) to connect a compatible third-party digital wallet (each, a “Digital Wallet”) and create, manage, and participate in Campaigns and Contests (defined below).

BY USING ANY SERVICES, CREATING AN ACCOUNT, CONNECTING A DIGITAL WALLET TO THE WEBSITE, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH SHILLFORCE, (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY (WHETHER OR NOT SUCH ENTITY IS REGISTERED OR INCORPORATED UNDER THE LAWS OF ANY JURISDICTION) YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS OF USE; AND (4) YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH THE LAWS OF YOUR JURISDICTION. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

SHILLFORCE IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER SHILLFORCE NOR OUR SERVICES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. SHILLFORCE PROVIDES SOFTWARE THAT ALLOWS YOU TO MANAGE YOUR SELF-CUSTODIED DIGITAL WALLETS AND OTHERWISE WRITE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW) AND RELATED ADMINISTRATIVE SERVICES. BEFORE MAKING LEGAL, FINANCIAL, OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.

YOU AGREE THAT YOU, AND NOT SHILLFORCE, ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES, AND ANY ACTIONS YOU TAKE IN CONNECTION WITH ANY DIGITAL ASSETS (INCLUDING WITHOUT LIMITATION ANY MARKETING OR OTHER COMMUNICATIONS WITH RESPECT TO SUCH DIGITAL ASSETS) COMPLIES WITH APPLICABLE LAW.

The Services may include an interface that enables Users to interact with compatible third-party distributed ledgers (each, a “Supported Blockchain”) in accordance with the technological and contractual parameters of such Supported Blockchain (the applicable “Blockchain Rules”). Each Digital Wallet is a system of software-based smart contracts interoperable with software installed on and operated through a User’s device, which such system enables Users to hold and transact in cryptocurrency and other digital assets (“Digital Assets”) across one or more Supported Blockchain through a series of credible commitments. The Services may allow Users to visualize Digital Assets contained in the Digital Wallets owned and/or controlled by such Users (“User Assets”). For the avoidance of doubt, the Supported Blockchains and your Digital Wallet are not controlled or operated by ShillForce, are not part of the Website, and are not Services made available by ShillForce under this Agreement (defined below). The Services are one, but not the only, means of interacting with the Supported Blockchains. ShillForce has no obligation to monitor or control any use of the Supported Blockchains or any Digital Wallet by you or any third party on or through the Website and/or any use of any Digital Wallet that does not take place on or through the Website. ShillForce makes no representations or warranties about the functionality of any Supported Blockchain or any Digital Wallet. All interactions on the Supported Blockchains and use of a Digital Wallet are undertaken at your own risk, and ShillForce is not and shall not be liable to you or to any third party for any loss or damage arising from or connected to your or any third party’s use of the Supported Blockchains or a Digital Wallet. Notwithstanding anything to the contrary set forth herein, the terms of Sections 9 through 11 of this Agreement apply, mutatis mutandis, to any claims arising out of your use of or inability to use any Supported Blockchain or any Digital Wallet. EACH SUPPORTED BLOCKCHAIN IS MADE AVAILABLE “AS IS” AND “WITH ALL FAULTS” AND YOU ACCESS AND INTERACT WITH SUPPORTED BLOCKCHAINS AT YOUR OWN RISK.

SECTION 15 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND SHILLFORCE. AMONG OTHER THINGS, SECTION 15 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 15 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 15 CAREFULLY. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 15: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR 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 YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in these Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. These Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY SHILLFORCE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, ShillForce will make a new copy of these Terms of Use available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of these Terms of Use. If we make any material changes, we may notify you by email or by notification through the Services or through our social media channels. Any changes to the Agreement will be effective immediately for new Users of the Website and/ or Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing Users. ShillForce may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

DESCRIPTION OF THE SERVICES. The Services include the Website and the Services enabled thereby, as further defined and described below. There are important risks and limitations associated with the use of the Services as described below and elsewhere in these Terms of Use. Please read them carefully.
1. The Services. ShillForce’s Services may include a proprietary online platform that allows Users to create, manage, and participate in Campaigns and Contests (Campaigns and Contests, collectively, “Promotions”). Promotions allow Users to post and share Content (defined below) related to certain memecoins and other fungible Digital Assets and be eligible to receive rewards based on such User’s participation in the Promotion. Promotions are made available through the Services, and all User activity in connection with such Promotions is subject to this Agreement and any Supplemental Terms applicable to a Promotion that are available via pages containing information about the Promotion (“Promotion Rules”). For the avoidance of doubt, ShillForce reserves the right to create and manage Promotions on the Services.
  1. Campaigns. The Services may allow ShillForce and certain other Users (“Campaign Managers”) to create and administer marketing campaigns to encourage Users to promote certain Digital Assets on third-party platforms (“Campaigns”). Campaign Managers may fund Campaigns by sending Digital Assets from a Digital Wallet controlled by such Campaign Managers to a smart contract hosted on a Supported Blockchain. As part of a Campaign, the applicable Campaign Manager will effect transactions of Digital Assets from such smart contract to Users (which may be subject to the occurrence of certain circumstances, e.g., a User’s creation and uploading of Content to third-party platforms and/or the Services, and the performance of such Content), as set forth in the applicable Promotion Terms (defined below). Users must request the distribution of Digital Assets the User believes to have earned from such User’s submissions to a Campaign. A Campaign Manager must approve such request and may effect such transaction in its sole discretion. You are not entitled to and you shall have no vested rights, title, or interest in or to any Digital Assets unless and until a Campaign Manager has approved distribution of any such Digital Assets to you.
  2. Contests. The Services may allow ShillForce and certain other Users (“Contest Managers” and collectively with Campaign Managers, “Promotion Managers”) to create and administer contests to promote certain Digital Assets (“Contests”). Contest Managers may fund Contests by sending Digital Assets from a Digital Wallet controlled by such Contest Managers to a smart contract hosted on a Supported Blockchain. Contests will pay-out recipients from the smart contract in the amounts set forth in the applicable Promotion Rules. Winners are determined by Contest Managers in accordance with the Promotion Rules.
  3. Promotion Managers Determine Promotion Rules. When you join or otherwise participate in any Promotion, you acknowledge and agree that the terms of this Agreement and the applicable Promotion Rules apply to all such participation. Notwithstanding the foregoing, you acknowledge and agree that the applicable Promotion Manager, and not ShillForce (unless ShillForce is the Promotion Manager), is responsible for the policies and operation of such Promotion, including without limitation any eligibility criteria, provision of any payments in connection with such Promotion, and any other action or inaction taken by such Promotion Manager in connection with the enforcement of any Promotion Rules.
  4. Promotion Management. Managing a Promotion is an unofficial, voluntary position. We do not verify or validate any User’s right to create or manage any Promotion and we are not responsible for any action taken by the Promotion Manager or any other participant in the Promotion. If you choose to create and/or manage a Promotion, you agree (i) to follow the AUP (defined below), the terms of this Agreement, and applicable law; (ii) to take appropriate action in response to reports related to the Promotion that you manage, including without limitation escalating such reports to us; (iii) that you are not, and you shall not represent that you are, authorized to act on our behalf of ShillForce; (iv) not to enter into any agreement with any third party on behalf of us; (v) to manage all Promotions in accordance with applicable Promotion Rules; (vi) to distribute payments to applicable Users who participate and/or win any Promotion in accordance with the applicable Promotion Rules; and (vii) that any Promotion Rules you create will not conflict with this Agreement.
  5. Removal of Promotions. You acknowledge and agree that ShillForce has the right to remove any Promotion from the Services and delete all Content contained therein from the Services for any reason or for no reason at any time with or without notice to you.
2. Promotion Guidelines. You may, from time to time, decide to conduct a Promotion through the Services. You understand that you are solely responsible for the lawful operation of the Promotion and do so at your own risk. ShillForce will not assist in the administration of any Promotion, including without limitation advising on the legality of the Promotion or your use of User Content (defined below). The terms and conditions set forth in this Section 1.2 (“Promotion Terms”) are not intended to be legal advice and there may be additional legal requirements not included herein that are applicable to your Promotion. ShillForce reserves the right to remove, with or without notice, any Content submitted to the Promotion. In conducting any Promotion, you must comply with the following:
  1. You must comply with all applicable laws, rules and regulations in your operation of the Promotion.
  2. You must provide participants with written “Official Rules” for each Promotion that, among other things, include:
    1. all disclosures necessary under applicable laws, rules and regulations, including without limitation: (1) a description of who can enter (including age and geographic eligibility requirements), (2) a description of how to enter, (3) all key dates, including the date when the Promotion begins and ends, (4) a description of how and when the winners will be selected, (5) the number of winners, (6) a description of how and when winners will be notified and how and when prizes will be distributed, (7) a description of the prizes, including the number, nature and actual retail value of every prize offered, (8) a statement, as applicable, that “No Purchase or Payment is Necessary to Enter or Win,” (9) a statement that the “Promotion is subject to all applicable laws and regulations,” (10) a statement that the Promotion is “void where prohibited,” (11) a statement that the “Odds of winning depend on the number of entries,” if the Promotion is a game of chance, (12) a description of how you plan to use participant’s personal data collected in connection with the Promotion and a link or website address for your privacy, and (13) any other material terms of the Promotion.
    2. a complete release of ShillForce in connection with any claims arising out of, or in connection with, the Promotion (e.g., “BY ENTERING THIS PROMOTION, YOU AGREE TO RELEASE AND HOLD HARMLESS SHILLFORCE, ITS AFFILIATED COMPANIES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE “RELEASED PARTIES”) FROM ALL CLAIMS, DAMAGES, LOSSES AND LIABILITIES ARISING OUT OF, OR IN CONNECTION WITH, THIS PROMOTION, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, MISUSE OR USE OF ANY PRIZE, ENTRY OR PARTICIPATION IN THIS PROMOTION OR IN ANY PROMOTION-RELATED ACTIVITY, OR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY”);
    3. an acknowledgement by participants that the Promotion is not in anyway endorsed, sponsored, administered by, or associated with ShillForce (e.g., “This Promotion is not in any way sponsored, endorsed or administered by, or associated with, ShillForce.”); and
    4. a statement that all questions, comments, or complaints in connection with the Promotion shall be directed to you, not ShillForce. .
  3. You may not imply any endorsement, sponsorship, or other affiliation with ShillForce in any marketing or promotion of the Promotion.
  4. Every advertisement and promotion mentioning the Promotion shall include a link to the Official Rules.
  5. If the Promotion contains an element of chance (e.g., winner is chosen by random drawing) and you offer ‘purchase of products or services’ as a means of entry, you must also offer an alternative free method of entry (e.g., by email or by sending a 3x5 postcard to you). Entries made through the alternative free method of entry must have the same chance of winning as those made through purchase. Such free alternative method of entry must be clearly and conspicuously disclosed whenever you discuss the purchase method of entry.
  6. You must administer the Promotion consistent with the disclosures under the Official Rules, including the provision of any prizes.
  7. You may not encourage and must prohibit any unlawful activity or third-party infringement in connection with the Promotion.
3. Open Source Software. You acknowledge and agree that the Service may use, incorporate or link to certain software made available under an “open-source” or “free” license (“OSS” or “OSS License”, as applicable), and that your use of the Service is subject to, and you agree to comply with, any applicable OSS Licenses. Each item of OSS is licensed under the terms of the end user license that accompanies such OSS. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS.
4. Transactions on Supported Blockchains. By combining publicly available information with your interactions with the Services, the Services can draft standard transaction messages that are designed to accomplish your operational goals as expressed through the interactions with the Services. You may broadcast such messages to the validator network for any Supported Blockchain in order to initiate a transaction of User Assets through your Digital Wallet. The User must personally review and authorize all transaction messages that the User wishes to execute; this may require the User to sign the relevant transaction message through the User’s Digital Wallet, which is inaccessible to the Services or ShillForce. The User-authorized message will then be broadcast to validators through the Digital Wallet, and the User may pay a Gas Fee (defined below) to have the validators record the results of the transaction message on the applicable Supported Blockchain, resulting in a transfer of User Assets. ShillForce and the Services are not agents or intermediaries of the User, do not store or have access to or control over any User Assets, passwords, Accounts(defined below) or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. All transactions relating to Digital Assets are effected and recorded solely through the interactions of the User with the respective issuer or initial offeror of such Digital Asset, who are not under the control of or affiliated with ShillForce or the Services. ShillForce does not process or transmit any such transactions.
5. Compatibility Risk. The Services may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your User Assets may not be compatible with the Services. Whether or not a User Asset is then-currently compatible with the Services may change at any time, in ShillForce’s sole discretion, with or without notice to you.
6. Taxes. You are solely responsible (and ShillForce has no responsibility) for determining what, if any, taxes apply to any transactions involving your User Assets.
7. User Responsibility. You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that ShillForce reserves the right, but has no obligation, to intercede in such disputes. You agree that ShillForce will not be responsible for any liability incurred as the result of such interactions.
ELIGIBILITY; USER REPRESENTATIONS AND WARRANTIES.
1. Registering Your Account. To access certain features of the Services, you may be required to register an account on the Services (“Account”). Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of ShillForce. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. You may not share your Account or password with anyone, and you agree to notify ShillForce immediately of any unauthorized use of your password or any other breach of security. You agree not to create any username that violates this Agreement (including the AUP) or any third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by ShillForce, or if you have been previously banned from any of the Services.
2. Registration Data. When you access or use the Services in any way, you agree to (a) provide true, accurate, current and complete information about yourself as may be prompted by the Services from time to time (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You acknowledge and agree that our obligation to provide you with any Services is conditioned on the Registration Data being accurate and complete at all times during the term of this Agreement. If you provide any information that is untrue, inaccurate, not current or incomplete, or ShillForce has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, ShillForce has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Services if you have been previously removed by ShillForce, or if you have been previously banned from any of the Services. ShillForce reserves the right to obtain and retain any Registration Data or other identifying information it as it may determine from time to time in order for you to use and continue to use the Services.
3. Eligibility. You represent and warrant that:
  1. You are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; (iii) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction; and (iv) not a current resident of the United States. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity;
  2. None of: (i) you; (ii) any affiliate of any entity on behalf of which you are entering into this Agreement; (iii) any other person having a beneficial interest in any entity on behalf of which you are entering into this Agreement (or in any affiliate thereof); or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list (“Sanctioned Entities”); or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other Digital Asset- trading or blockchain technology related activities;
  3. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities or any other applicable laws, including, but not limited to, anti-money laundering or terrorist financing laws, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.
4. Digital Wallets. In connection with certain features of the Services you may need to send cryptocurrency assets to or from a Digital Wallet. You represent that you are entitled to use such Digital Wallet. Please note that if a Digital Wallet or associated service becomes unavailable then you should not attempt to use such Digital Wallet in connection with the Services, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets you have sent to such Digital Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR DIGITAL WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SHILLFORCE DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO ANY SUPPORTED BLOCKCHAIN BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH DIGITAL WALLETS. Access to your Digital Wallet may require the use of a private key or passphrase (“Private Key”). ShillForce has no ability to access your Digital Wallet without your involvement and authority. Your Private Key is unique to you and shall be maintained by you. If you lose your Private Key, you may lose access to your Digital Wallet and any contents thereof. ShillForce does not have the ability to recover a lost Private Key. While a Digital Wallet may be interoperable with other compatible blockchain platforms, tokens, or services, only User Assets supported by ShillForce that are stored in your Digital Wallet will be accessible through the Services. When you use the Services in connection with any User Assets, you represent and warrant that (a) you own or have the authority to connect to the applicable Digital Wallet; (b) you own or have the authority to deploy such User Assets; (c) all User Assets you deploy, transfer, deposit, or otherwise make available in connection with our Services have been earned, received, or otherwise acquired by you in compliance with all applicable laws; and (d) no User Assets that you deploy, transfer, deposit, or otherwise make available in connection with the Services have been “tumbled” or otherwise undergone any process designed to hide, mask, or obscure the origin or ownership of such User Assets.
5. Access Through a Third-Party Account. The Service may allow you to link your Account with an account you hold on a third-party social networking or social media service, email server, Digital Wallet provider, or other Third-Party Service (defined below) (each, a “Third-Party Account”) by allowing ShillForce to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to ShillForce and/or grant ShillForce access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating ShillForce to pay any fees or making ShillForce subject to any usage limitations imposed by such Third-Party Service providers. By granting ShillForce access to any Third-Party Account, you understand that ShillForce may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials (“Content”) that you have provided to and stored in your Third-Party Account (“Linked Account Content”) so that it is available on and through the Service. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or ShillForce’s access to such Third-Party Account is terminated by the Third-Party Service provider, then Linked Account Content will no longer be available on and through the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SHILLFORCE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. ShillForce makes no effort to review any Linked Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and ShillForce is not responsible for any Linked Account Content.
6. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Services, including but not limited to, a mobile device that is suitable to connect with and use the Services as applicable. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
YOUR ASSUMPTION OF RISK.
1. Risk of Financial Loss. WHEN YOU USE THE SERVICES, YOU UNDERSTAND AND ACKNOWLEDGE THAT SHILLFORCE IS NOT A FINANCIAL OR INVESTMENT ADVISOR AND THAT THE SERVICES ENTAIL A RISK OF LOSS AND MAY NOT MEET YOUR NEEDS. The Services provided by ShillForce rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. ShillForce may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. ShillForce encourages you to periodically confirm the valuation of your User Assets and the accuracy of any graphs, projections, and other information about your User Assets (collectively, “User Asset Information”) through independent sources. ShillForce does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets, including Digital Assets, can be extremely volatile. ShillForce makes no warranties as to any Supported Blockchain or the markets in which your User Assets are staked, transferred, purchased, or traded.
2. Cybersecurity Risks. You understand that like any other software, the Services could be at risk of third-party malware, hacks or cybersecurity breaches. You agree that it is your responsibility to monitor your User Assets regularly and confirm their proper use and deployment consistent with your intentions.
3. Expertise and Experience. You represent and warrant that you (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed and staked in connection with the Services; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; (c) know, understand and accept the risks associated with your Digital Wallet and any Supported Blockchains to which your User Assets may be deployed in connection with the Services; and (d) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to your use of the Services. You further agree that ShillForce will have no responsibility or liability for such risks.
4. General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving User Assets initiated by or sent to your Digital Wallet must be confirmed by and recorded on the applicable Supported Blockchain. ShillForce has no control over any Supported Blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant Supported Blockchain, and ShillForce does not have the ability to facilitate any cancellation or modification requests. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:
  1. There are risks associated with using Digital Assets, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Digital Wallet; the risks of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable; and the risk that such Digital Assets may fluctuate in value. You accept and acknowledge that ShillForce will not be responsible for any communication failures, disruptions, errors, distortions, delays or losses you may experience when using blockchain technology, however caused.
  2. The regulatory regimes governing blockchain technologies, cryptocurrencies, and tokens are uncertain, and new regulations or policies, or new or different interpretations of existing regulations, may materially adversely affect the development of the Services and the value of your User Assets.
  3. ShillForce makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions (including without limitation changes to any Blockchain Rules) that are unfavorable to your User Assets. You acknowledge and accept that the Blockchain Rules governing the operation of a Supported Blockchain may be subject to sudden changes which may materially alter such Supported Blockchain and affect the value and function of any of your User Assets staked on or to that Supported Blockchain.
  4. ShillForce makes no guarantee as to the security of any Supported Blockchain or Digital Wallet. ShillForce is not liable for any hacks, double spending, or any other attacks on a Supported Blockchain or Digital Wallet.
  5. Any Supported Blockchain may slash or otherwise impose penalties on certain validators (including validators to which your User Assets have been deployed) in response to any activity not condoned by such Supported Blockchain, whether in accordance with the applicable Blockchain Rules or otherwise. You acknowledge and agree that ShillForce shall have no liability in connection with any such slashing or penalties, including any slashing or penalties that result in a loss or depreciation of value of your User Assets.
  6. The Supported Blockchains are operated or controlled by and/or dependent on third parties, and ShillForce is not responsible for their performance nor any risks associated with the use thereof. The functionality of the Services relies on, and ShillForce makes no guarantee or warranties as to the functionality of or access to, any Supported Blockchain, Digital Wallet, or Third-Party Service.
  7. You control your Digital Wallet, and ShillForce is not responsible for its performance, nor any risks associated with the use thereof.
USE OF THE SERVICES.
1. License to the Services. Subject to the Agreement, ShillForce grants you a limited license to access and use the Services solely as described hereunder. Unless otherwise specified by ShillForce in a separate license, your right to use any and all Services is subject to this Agreement. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Services or any intellectual property rights associated therewith.
2. Updates. You understand that Services are evolving. You acknowledge and agree that ShillForce may update Services with or without notifying you. You may need to update third-party software from time to time in order to use Services.
3. Certain Restrictions. The Services are intended for your internal use only. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of ShillForce; (c) you shall not use any metatags or other “hidden text” using ShillForce’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. ShillForce, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Services may terminate the licenses granted by ShillForce pursuant to the Agreement.
4. ShillForce Communications. By entering into this Agreement or using the Services, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your use of the Services, updates concerning new and existing features of the Services, and news concerning ShillForce and industry developments.
5. Third-Party Services. Certain features of the Services may rely on third-party websites, services, technology, or applications accessible or otherwise connected to the Services but not provided by ShillForce, including without limitation any Supported Blockchain, any validator on such Supported Blockchain, our third-party identity verification providers, and your Digital Wallet (each, a “Third-Party Service” and, collectively, “Third-Party Services”). Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that (a) ShillForce shall not be liable for any damages, liabilities, or other harms in connection with your use of and/or any inability to access the Third-Party Services; and (b) ShillForce shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of Third-Party Services or any other circumstances beyond ShillForce’s control, including without limitation the failure of a Supported Blockchain or other Third-Party Service. If you create and link a Digital Wallet through Privy, the Privy terms of service (as currently available at https://www.privy.io/user-terms-of-service) also govern such use.
6. Responsibility for Content. You acknowledge that all Content, including the Services, is the sole responsibility of the party from whom such Content originated. This means that you, and not ShillForce, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through or in connection with any Services, including any Content related to Campaigns or Contests that you manage or in which you participate (“Your Content”), and that other Users of the Service, and not ShillForce, are similarly responsible for all Content that they make available through the Service (“User Content”). Unless expressly agreed to by ShillForce in writing elsewhere, ShillForce has no obligation to store any of Your Content. ShillForce has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.
OWNERSHIP.
1. Services. Except with respect to User Content and Your Content, you agree that as between you and ShillForce, ShillForce and its suppliers own all rights, title and interest in the Services, including but not limited to, any software, computer code, algorithms, technology, themes, objects, concepts, artwork, animations, sounds, methods of operation, and documentation, as well as all intellectual and proprietary rights related thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.
2. Trademarks. ShillForce’s stylized name and all related graphics, logos, service marks and trade names used on or in connection with any Services, or in connection with the Services, are the trademarks of ShillForce and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
3. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to ShillForce through its suggestion, feedback, wiki, discord, forum, or other pages or means (“Feedback”) is at your own risk and that ShillForce has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to ShillForce a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or ShillForce’s business.
USER CONDUCT; LICENSE TO YOUR CONTENT.
1. License Grant to ShillForce. You hereby grant ShillForce a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, and display, Your Content (in whole or in part) for the purposes of (a) providing the Services, including making Your Content available to other Users in accordance with your elections on the Services; (b) improving the Services; and (c) and monitoring and analyzing User Content usage of the Services in order to derive and share insights based on User Content and usage of the Services. For more information on how we use your personal data, please visit our Privacy Policy. You acknowledge and agree that, except as set forth expressly herein or in our Privacy Policy, we have no responsibility or liability for how any Promotion, Promotion Manager, or other Users use Your Content. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any User Content that appears on or in the Services.
2. License Grant to other Users. You also hereby grant each User of the Services a non-exclusive license to access Your Content through the Services, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this Agreement, including without limitation through your participation in any Promotion.
3. Deleting Your User Content. If the features of the Services allow you to remove or delete User Content from the Services, the licenses granted by you in Your Content hereunder terminate within a commercially reasonable time after you remove or delete such User Content from the Services. Notwithstanding the foregoing, you understand and agree that ShillForce may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted; provided that in certain cases the above licenses granted by you with respect to such User Content will not terminate and such User Content may continue to be used, displayed, distributed, and performed indefinitely.
4. Restrictions. You agree not to make available any User Content or take any action using the Services that: (a) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (b) may discriminate against, degrade, shame, or harass, encourage, glorify, or promote violence toward any person or any groups of persons; (c) contains or depicts sexual acts or sexually explicit or pornographic material; (d) seeks to harm, exploit, or groom children by exposing them to inappropriate content or soliciting personally identifiable details or otherwise; (e) may constitute, contribute to, depict, or encourage, a crime, illegal activity, or a violation or infringement of any third party’s rights; (f) solicits or seeks to obtain or discloses the personal information of any other person; (g) you do not have the right to make available or to take under any law or under contractual or fiduciary relationships; (h) deceptively impersonates another person or entity or contains information that is fraudulent or that you know is not correct and current; (i) violates applicable law, including without limitation any securities laws or regulations that may be applicable to ShillForce, you, or any Digital Asset; (j) we deem to be otherwise unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; or (k) we deem in violation of the Acceptable Use Policy in Section 6.7 (“AUP”) in our sole discretion.
5. No Obligation to Pre-Screen Content. ShillForce may, but is not obligated to pre-screen, refuse or remove any User Content for any reason, including if User Content violates the Agreement or is otherwise objectionable. ShillForce has no responsibility or liability for the deletion or accuracy of any User Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, or voice communications.
6. Representations and Warranties. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (a) post and make available all of Your Content; and (b) grant the rights, licenses, and permissions granted hereunder with respect to any data, Content, information, or Feedback, including Your Content.
7. Acceptable Use Policy. You agree not to: (a) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) abuse other Users’ personal information that you receive through the Services, such as to harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (f) interfere with any other User’s use and enjoyment of the Services; (g) request or offer to perform a request that is illegal or violates any of the terms set forth herein; (h) impersonate any person or entity, including any employee or representative of ShillForce; (i) use software or automated agents or scripts to produce multiple Accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file); (j) use or attempt to use a Digital Wallet that is not yours without authorization; (k) create, list, transact in, or otherwise make available counterfeit Digital Assets on or through the Services; (l) attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Services that you are not authorized to access; (m) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including without limitation: (i) trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset or establishing a price which does not reflect the true state of the market in such Digital Asset; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (1) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (2) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or (3) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (n) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; (o) Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owner’s rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; (p) use a VPN or any other means, technological or otherwise, to access the Services as, for, or on behalf of a Sanctioned Entity; or (q) use any software or methods to artificially inflate any view counts of any of Your Content.
8. Procedure for Making Claims of Copyright Infringement. It is ShillForce’s policy to terminate membership privileges of any User who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to ShillForce by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated intellectual property agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (b) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (c) a description of the location on the Service of the material that you claim is infringing; (d) your address, telephone number, and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for ShillForce’s designated agent for notice of claims of infringement is as follows: content@shillforce.com.
FEES.
1. Fees. Access to the Website and certain Services is free. However, ShillForce reserves the right to charge fees (“Fees”) in connection with your use of certain Services from time to time. All pricing and payment terms for such Fees are as indicated on the Service, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that ShillForce makes available, and you elect to purchase, any Services in connection with which ShillForce charges Fees, you agree that you will pay ShillForce all such Fees at ShillForce’s then-current standard rates. You acknowledge and agree that Fees may fluctuate based on market conditions on the applicable Supported Blockchain and notwithstanding any such fluctuation you remain liable for such Fees. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.
2. Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Services. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by ShillForce.
3. Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Agreement or the transactions contemplated by the Agreement (other than taxes based on ShillForce’s net income).
4. Currency. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any purchase.
INDEMNIFICATION.^, You agree to indemnify and hold ShillForce, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “ShillForce Party” and collectively, the “ShillForce Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Services; (c) your violation of the Agreement, including any of your representations or warranties hereunder; (d) your violation of any rights of another party, including any Users; (e) your failure to provide accurate or complete data in connection with your use of the Services; (f) your violation of any applicable laws, rules, regulations, or Promotion Rules; and (g) any Promotion and any related Content, including any allegation that any such Content violates this Agreement, including, but not limited to, the AUP. ShillForce reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ShillForce in asserting any available defenses. This provision does not require you to indemnify any of the ShillForce Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of the Agreement and/or your access to Services.
RELEASE. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE SHILLFORCE PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES. To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance “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.” You acknowledge that the releases in these Terms of Use are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Services.
DISCLAIMER OF WARRANTIES AND CONDITIONS.
1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SERVICES IS AT YOUR SOLE RISK, AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SHILLFORCE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. SHILLFORCE PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL FUNCTION AS INTENDED OR BE SUITABLE FOR YOUR PURPOSES, AND YOU BEAR ALL RISK ASSOCIATED WITH ANY USER ASSETS THAT YOU USE IN CONNECTION THEREWITH.
  1. SHILLFORCE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (i) SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES WILL BE ACCURATE OR RELIABLE. SHILLFORCE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY SUPPORTED BLOCKCHAIN AND/OR ANY THIRD-PARTY SERVICE OR YOUR USE OF THE SAME. THE SHILLFORCE PARTIES MAKE NO REPRESENTATION THAT THE SERVICES WILL BE FREE OF THIRD-PARTY MALWARE, HACKS OR OTHER CYBERSECURITY BREACHES.
  2. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS THEREFROM.
  3. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SHILLFORCE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
  4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHILLFORCE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
2. FROM TIME TO TIME, SHILLFORCE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SHILLFORCE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
3. SHILLFORCE IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER SHILLFORCE NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE SERVICES OR ANY DIGITAL WALLET. NEITHER SHILLFORCE NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER SHILLFORCE NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
4. No Liability for Blockchain Losses. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (a) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (b) SERVER FAILURE OR DATA LOSS; (c) CORRUPTED DIGITAL WALLET FILES; (d) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (e) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES, DIGITAL ASSETS, OR DIGITAL WALLETS. ShillForce is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of software (e.g., smart contract), blockchains, or any other features of or inherent to Digital Assets. ShillForce is not responsible for any delay or failure to report any issues with any blockchain supporting Digital Assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
5. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SHILLFORCE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SHILLFORCE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS AND OPERATORS OF EXTERNAL SITES AND SUPPORTED BLOCKCHAINS, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SHILLFORCE SHALL BE UNDER NO OBLIGATION TO INQUIRE INTO AND SHALL NOT BE LIABLE FOR ANY DAMAGES, OTHER LIABILITIES OR HARM TO ANY PERSON OR ENTITY RELATING TO ANY LOSSES, DELAYS, FAILURES, ERRORS, INTERRUPTIONS OR LOSFS OF DATA OCCURRING DIRECTLY OR INDIRECTLY BY REASON OF CIRCUMSTANCES BEYOND SHILLFORCE CONTROL, INCLUDING WITHOUT LIMITATION THROUGH THE DEPLOYMENT OF USER ASSETS TO ANY SUPPORTED BLOCKCHAIN IN CONNECTION WITH THE SERVICES AND ANY USER ASSET INFORMATION.
6. No Liability in Connection with Open-Source Software. Notwithstanding anything to the contrary in these Terms of Use, you acknowledge and agree that any software or services you access under the terms of an OSS License is at your own risk, and ShillForce shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond ShillForce’s control, including without limitation through your use of any Content under the terms of an OSS License.
7. User Content. SHILLFORCE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOU USER CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
8. No Liability for User Asset Information. The User Asset Information provided by ShillForce as part of the Services rely on Third-Party Services and Supported Blockchains and the applicable Blockchain Rules, and may not be reliable, consistent, or dependent. ShillForce provides the User Asset Information for your convenience and makes no warranty that such User Asset Information is accurate or complete and encourages you to regularly verify through independent sources that such User Asset Information is accurate and complete.
9. No Liability for Third-Party Materials. As a part of the Services, you may have access to materials that are hosted or made available by another party, including User Content. You agree that it is impossible for ShillForce to monitor such materials and that you access these materials at your own risk.
10. No Guaranteed Returns. All claims, estimates, specifications, and performance measurements described on the Services, including the projected gain, return, or yield on any Digital Asset, are good-faith statements but subject to change from time to time in response to market conditions, unanticipated third-party activities, and other changes. You are solely responsible for checking and validating the accuracy and truthfulness of such statements, and ShillForce shall have no responsibility or obligation relating to the foregoing. Any Content produced by ShillForce on the Services has not been subject to audit and is for informational purposes only. You rely on the Services at your own risk.
11. Disclaimer of Accuracy. All claims, content, designs, algorithms, estimates, roadmaps, specifications, and performance measurements described in the Services are done in the good faith efforts of ShillForce and its affiliates. It is up to you to check and validate their accuracy and truthfulness. Furthermore, nothing in the Service constitutes a solicitation for investment. Any Content produced by ShillForce has not been subject to audit and is for educational and inspiration purposes only. ShillForce does not encourage, induce, or sanction the deployment, integration, or use of the Service in violation of applicable laws or regulations and hereby prohibits any such deployment, integration or use. This includes use of any such applications by you (a) in violation of export control or sanctions laws of the United States or any other applicable jurisdiction, (b) if you are located in or ordinarily resident in a country or territory subject to comprehensive sanctions administered by OFAC, or (c) if you are or are working on behalf of a Specially Designated National (“SDN”) or a person subject to similar blocking or denied party prohibitions. You should be aware that U.S. export control and sanctions laws prohibit U.S. person (and other persons that are subject to such laws) from transacting with persons in certain countries and territories or that are on the SDN list.
12. No Liability for the Operation of Promotions. The operation and management of all Promotions are undertaken by third parties. ShillForce shall have no liability to you for any failure to receive any payments associated with your participation in any Promotion.
LIMITATION OF LIABILITY.
1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SHILLFORCE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SHILLFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF SERVICES OR ANY COMMUNICATIONS, INTERACTIONS OR EXCHANGES WITH OTHER USERS OF SERVICES OR THIRD PARTIES THAT INTERACT WITH THE SERVICES, ON ANY THEORY OF LIABILITY, INCLUDING ANY SUCH DAMAGES RESULTING FROM: (a) LOSS OR DIMINISHMENT IN VALUE OF USER ASSETS, (b) THE USE OR INABILITY TO USE SERVICES; (c) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY SUPPORTED BLOCKCHAIN; (f) ANY USE OF ANY SUPPORTED BLOCKCHAIN OR THIRD-PARTY SERVICE, OR (g) ANY OTHER MATTER RELATED TO SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SHILLFORCE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SHILLFORCE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SHILLFORCE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SHILLFORCE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) $100; OR (b) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES WHERE SUCH REMEDY OR PENALTY CANNOT BE WAIVED OR REDUCED PURSUANT TO THIS AGREEMENT. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SHILLFORCE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A SHILLFORCE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A SHILLFORCE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
3. User Content. SHILLFORCE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
4. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
5. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SHILLFORCE AND YOU.
MONITORING AND ENFORCEMENT. If ShillForce becomes aware of any possible violations by you of the Agreement, ShillForce reserves the right to investigate such violations. If, as a result of the investigation, ShillForce believes that criminal activity has occurred, ShillForce reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. ShillForce is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including any information related to your Digital Wallet and other Registration Data, in ShillForce’s possession in connection with your use of Services, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of ShillForce, its Users or the public, and all enforcement or other government officials, as ShillForce in its sole discretion believes to be necessary or appropriate.
TERM AND TERMINATION.
1. Term. The Agreement commences on the date when you accept the Agreement (as described in the preamble above) and remain in full force and effect while you use Services, unless terminated earlier in accordance with the Agreement.
2. Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Services or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Services, unless earlier terminated in accordance with the Agreement.
3. Termination of Services by ShillForce. ShillForce reserves the right to terminate this Agreement and your access to the Services at any time, for any or for no reason, with or without notice to you.
4. Termination of Services by You. If you want to terminate the Services provided by ShillForce, you may do so by (a) notifying ShillForce at any time and (b) ceasing all further use of the Services. Your notice should be sent, in writing, to ShillForce’s at the contact information set forth in Section 16.16.
5. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services may also include deletion of Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. ShillForce will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, indemnification and limitation of liability.
6. No Subsequent Registration. If your ability to access the Services, is discontinued by ShillForce due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access the Services, and you acknowledge that you will not be entitled to receive a refund for any Fees related to those Services to which your access has been terminated.
INTERNATIONAL USERS. Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that ShillForce intends to announce such Services or Content in your country. ShillForce makes no representations that Services are appropriate or available for use in other locations. Those who access or use Services from other countries do so at their own volition and are responsible for compliance with local law.
DISPUTE RESOLUTION. Please read this Section 15 (“Arbitration Agreement”) carefully. It is part of your contract with ShillForce and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
1. Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement (including Section 15.2, which shall apply notwithstanding any laws or rules in your jurisdiction that may prohibit mandatory or compelled arbitration), you and ShillForce agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or these Terms of Use and prior versions of these Terms of Use, including claims and disputes that arose between us before the effective date of these Terms of Use (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (a) you and ShillForce may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or ShillForce may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms of Use as well as claims that may arise after the termination of these Terms of Use.
2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and ShillForce. If that occurs, ShillForce is committed to working with you to reach a reasonable resolution. You and ShillForce agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and ShillForce therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to ShillForce that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to the contact information set forth below. The Notice must include: (a) your name, telephone number, mailing address, and e‐mail address; (b) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (c) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this Section.
3. Waiver of Jury Trial. YOU AND SHILLFORCE 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 ShillForce are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
4. Waiver of Class and Other Non-Individualized Relief. YOU AND SHILLFORCE AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 15.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 15.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section 15.4 are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and ShillForce agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the courts of Delaware, sitting in Wilmington. All other Disputes shall be arbitrated or litigated in small claims court. This Section 15.4 does not prevent you or ShillForce from participating in a class-wide settlement of claims.
5. Rules and Forum. These Terms of Use evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and ShillForce agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (“AAA Rules”) then in effect, except as modified by this Section 15.5. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (“Request”). The Request must include: (a) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration (if applicable) as well as the applicable Digital Wallet address; (b) a statement of the legal claims being asserted and the factual bases of those claims; (c) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (d) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (e) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and ShillForce otherwise agree, or the Batch Arbitration process discussed in Section 15.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and ShillForce agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 15.9 is triggered, the AAA will appoint the arbitrator for each batch.
7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (a) all Disputes arising out of or relating to Section 15.4, including any claim that all or part of Section 15.4 is unenforceable, illegal, void or voidable, or that Section 15.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (b) except as expressly contemplated in Section 15.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (c) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (d) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 15.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or ShillForce need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and ShillForce agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against ShillForce by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (a) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (b) appoint one arbitrator for each batch; and (c) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by ShillForce. You and ShillForce agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address or email address set forth in Section 16.16, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address, Digital Wallet address (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11. Invalidity, Expiration. Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with ShillForce as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12. Modification. Notwithstanding any provision in these Terms of Use to the contrary, we agree that if ShillForce makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to ShillForce at the address or email address set forth in Section 16.16, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms of Use and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, or these Terms of Use, the provisions of this Arbitration Agreement as of the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use) remain in full force and effect. ShillForce will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms of Use.
13. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
14. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ShillForce.
GENERAL PROVISIONS.
1. Independent Contractors. The relationship of ShillForce and you under this Agreement is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Services shall not imply, suggest, or otherwise attempt to create an employment relationship between ShillForce and you.
2. Electronic Communications. The communications between you and ShillForce may take place via electronic means, whether you visit Services or send ShillForce e-mails, or whether ShillForce posts notices on Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from ShillForce in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ShillForce provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.
3. Release. You hereby release ShillForce Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Services.
4. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without ShillForce’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
5. Force Majeure. ShillForce shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, epidemics, pandemics, governing laws, rules or regulations, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
6. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Services, please contact us at the email address set forth in Section 16.16. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
7. Disclosures. ShillForce is located at the address in Section 16.16. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
8. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and ShillForce agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the courts of courts of Wilmington, Delaware.
9. Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
10. Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
11. Notice. Where ShillForce requires that you provide an e-mail address, you are responsible for providing ShillForce with your most current e-mail address. In the event that the last e-mail address you provided to ShillForce is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, ShillForce’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to ShillForce at the address set forth in Section 16.16. Such notice shall be deemed given when received by ShillForce by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the address set forth in Section 16.16.
12. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
14. Export Control. You may not use, export, import, or transfer Services except as authorized by the laws of the jurisdiction in which you obtained Services, and any other applicable laws.
15. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
16. Contact Information.

Mailing Address: ShillForce, 3470 East Coast Avenue, #PH101, Miami, FL 33137

Email Address: info@shillforce.com