XXYY Terms of Use

Last updated: September 20， 2024

These Terms of Use (the “Terms”) govern the User’s (“User” “you” “your”) access to and use of the services created and distributed by XXYY， including but not limited to the website xxyy.io and its related decentralized cryptocurrency exchange services (collectively referred to as the ”Services”).

1 Acceptance of Agreement

These Terms of Service establish the legally binding terms and conditions governing your use of the Services， as well as all related tools， web and mobile applications， smart contracts， and application programming interfaces (”APIs”) located on any of the Company's services， including but not limited to subsequent websites or applications (collectively， the ”Platform”). These terms set out your rights and responsibilities when using the Platform for any purpose， including but not limited to viewing token trading and sales data. By using the Services or accessing the Platform in any way， you accept and agree to be bound by these terms and all terms incorporated herein by reference. By agreeing to these terms， you further certify that you are at least 18 years of age. If you do not agree to these Terms of Use， you may not be able to access or use this website， tools， or platform.

Please note that these Terms of Service require the use of arbitration on an individual basis to resolve disputes， rather than jury trials or class actions. Furthermore， these Terms of Service will limit the remedies available to you in the event of a dispute.

By accessing， submitting information and/or using the Services， or by logging into the Services using a wallet， you agree to be bound by these terms and our Privacy Policy (incorporated herein by reference) and to comply with all applicable laws， including but not limited to all federal， state， and local tax and customs laws， regulations， and/or directives. Pursuant to Article 6 of the General Data Protection Regulation (GDPR)， users in the European Union acknowledge and agree that our processing of personal data is essential for the performance of these terms， applicable agreements， and use of the Services. If you do not agree to these terms， please do not use the Services. These Terms of Service are referred to as the ”Agreement” herein.

2 Revisions

The Company reserves the right to modify this Agreement and the Company Privacy Policy at any time， at the Company's sole discretion with reasonable notice. The Company will post any updates of any revisions on the Services. Users should periodically review this Agreement and the Company Privacy Policy for new updates. By continuing to use the Platform or Services after such notice is provided， you accept and agree to such revisions. If you do not agree to any revisions to these Agreements， you should immediately cease using the Platform and Services. If you have any questions regarding the terms and conditions in this Agreement or the Company Privacy Policy， please contact us.

3 Definitions and Interpretation

3.1 Defined Terms. Unless the context otherwise requires， the following terms in this Agreement shall have the following meanings:

”Affiliate” means， with respect to any party， any person， firm， corporation， partnership (general or limited)， limited liability partnership， limited liability company， or other entity that now or in the future directly controls， is controlled by or is under common control with such party.

”Applicable Law” means all federal and state laws.

”Business Day” means any date (other than a Saturday， Sunday or legal holiday).

”Personal Data” means information that Users provide to us to register for the Services， including (as applicable) wallet address， name， address， and username and password that allow you to access the Services.

”Wallet” means an Ethereum electronic wallet allowing the user to purchase and store cryptocurrency， tokens and sign/conduct transactions on the Ethereum blockchain.

3.2 Interpretation. References to Sections and Schedules shall be construed as references to the Sections of， and Schedules to， this Agreement unless otherwise stated. The singular includes the plural and vice versa. All references to hereof， herein， hereunder and other similar compound words refer to this Agreement as a whole. The terms include and including are not limiting. All references to days are to calendar days unless specified as Business Days. The use of the word ”including” in this Agreement to refer to specific examples shall be construed to mean ”including， without limitation” or ”including but not limited to” and shall not be construed to mean that the examples given are an exclusive list of the topics covered.

4 Services

4.1 Purpose of Services. The purpose of providing the Services is to allow Users to engage in cryptocurrency transactions. It attempts to present information in an aggregated format for the convenience of Users. The Services and Platform are for educational purposes only and are not intended to include or represent financial advice or represent any trading opportunity. Due to factors beyond the Company's control， the Company does not guarantee the accuracy， completeness， or usefulness of any information on the Platform or Services at any particular time. Any reliance on such information by Users is at their own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such contents by Users or any other visitor to our website， or by anyone who may be informed of any of its contents. Any information provided by Users or collected by the Company through the website shall be processed in accordance with the website's Privacy Policy.

4.2 Use of Services. The Company grants Users a non-exclusive license to access the Services， including any websites and data， materials， content or information therein， for their personal use only. Users' right to access and use the website shall be limited to the purposes described in these terms unless the Company has explicitly authorized the User to use the Services for the User's own commercial purposes. You agree to use the Services only for lawful purposes and agree to comply with all rules governing any transactions conducted on and through the Services.

4.2.3 User Account Responsibility. User understands and agrees that you are solely responsible for maintaining the security of your account and control of any usernames， passwords， public keys and/or private keys， or any other codes that you use to access the Services. If you are given or create a password to access the Platform， you are responsible for maintaining the confidentiality of your account and password. If you use a wallet to access the Platform， the Company cannot grant you access to the website if you lose access to or control of your wallet. You are responsible for all activities that occur under your account and agree to notify the Company immediately of any suspected unauthorized use of your account. The Company is not responsible for any loss that may result from any unauthorized activity associated with your account， wallet， or password.

4.2.4 Other Considerations

4.2.4.1 Transactions are Recorded on Public Blockchains. Transactions on the Platform are managed and confirmed via public blockchains， including but not limited to the Ethereum blockchain. User understands that your public address on the relevant blockchain will be made publicly visible whenever you engage in a transaction on the Platform. We neither own nor control any wallets， the Ethereum network or any other blockchain network we interface with， or any third-party site， product， or service that you might access， visit， or use for the purpose of enabling you to use the various features of the Platform. The Company shall not be held responsible for the actions or omissions of any such third parties， nor shall the Company be liable for any damages that you may suffer as a result of your transactions or any other interaction with any such third parties.

4.2.4.2 Gas Fees. All transactions conducted through the Services are facilitated by smart contracts existing on blockchain networks. The value of Gas fees often fluctuate， are typically unpredictable， and are entirely outside of the Company's or Services' control. User acknowledges that under no circumstances will a transaction conducted through the Services be invalidated， revocable， retractable， or otherwise unenforceable based on the Gas fee for the given transaction being unknown， higher than anticipated， or otherwise unpalatable to User.

4.2.4.3 Our Use of Account Information. Verified Users authorize us to use Account Information for all purposes related to the Services， provided that such access is used solely for the purpose of providing the Services.

4.3 License. Subject to this Agreement， the Company grants you a non-transferable， non-exclusive， revocable， limited license to use and access the Services solely for your personal use and only to the extent that the terms and Applicable Law permit and comply with. The Company may revoke such limited license at any time at its sole discretion.

4.4 Prohibitions and Restrictions

4.4.1 Prohibited Uses. You agree that you will not:

• Use the Services in any manner that could damage， disable， overburden， or impair the Services

• Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services;

• Attempt to gain unauthorized access to any website accounts， computer systems or networks associated with the Company or the website;

• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack

• Impersonate or attempt to impersonate the Company， a Company employee， another user， or any other individual or entity

• Modify， create derivative works of any portion of the Services

4.4.2. Restrictions. No portion of the Services may be reproduced， duplicated， distributed， republished， or transmitted in any form or by any means， except as expressly permitted in this Agreement. All copyright and other proprietary notices on the Services must be retained on all copies thereof. You further agree that you will avoid using the Services for any unlawful purpose.

4.5 Modifications. The Company reserves the right to modify， suspend or discontinue the Services (in whole or in part) and the Service at any time without notice to you. You agree that the Company shall not be liable to you or to any third party for any modification， suspension or discontinuance of the Services.

4.6 No Support or Maintenance. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Services.

4.7 Account Suspension. User agrees that the Company reserves the right to immediately halt or suspend User's access to the Services， website and Platform if the Company suspects (i) User's account is being used for illegal activity; (ii) User is engaging in fraudulent activity; or (iii) User is engaging in transactions that violate these Terms of Use.

4.8 Affiliates. The Company's rights， duties， and/or obligations under this Agreement may be exercised and performed by the Company and any of the Company's Affiliates， or any of their subcontractors and agents. The Company acknowledges that it shall remain fully responsible for the acts or omissions of Company Affiliates， or any subcontractor or agent of the Company or any Company Affiliate， related to the subject matter of this Agreement. You agree that any claims or actions arising out of any act or omission of the Company or any Company Affiliate， or any of their respective subcontractors or agents related to the subject matter of this Agreement， may only be brought against the Company and not against any of the Company's Affiliates， or any subcontractor or agent of the Company or any Company Affiliate.

5 Privacy

You agree to the Company's Privacy Policy， which shall be deemed to be a part of this Agreement as if set forth in full herein. The Privacy Policy describes how we collect， use and disclose information that you provide. By using the Services， you agree to be bound by the terms of the Privacy Policy.

6 Third Party Links, Products and Applications

6.1 Third Party Websites. The Services may contain links to websites controlled or operated by persons and companies other than the Company (”Linked Sites”)， including but not limited to Etherscan.io， opensea.io， any NFT project websites， Twitter profile links or Discord servers. Linked Sites are not under the control of the Company， and the Company is not responsible for the contents of any Linked Site， including without limitation any link contained in a Linked Site， or any changes or updates to a Linked Site. The Company is not responsible for any form of transmission received from any Linked Site， nor is the Company responsible if the Linked Site is not functioning properly or for any virus， malware， or other malicious software attack resulting from your use of a Linked Site. The Company provides these links only as a convenience， and the inclusion of any link does not imply endorsement by the Company of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on any Linked Site. You are solely responsible for any interactions or business relationships with third parties that support the Company or are identified in the Services， including the delivery and payment for any goods and services. The Company does not store any information shared with Linked Sites and is not responsible for any personal identifying information shared with any Linked Site.

6.2 Third Party Applications. You acknowledge that your access and use of any third-party applications or software on our Services and content is at your own discretion and risk， and the Company has no liability to you arising out of or in connection with your use of any third-party applications. The Company hereby disclaims any representation， warranty， or guaranty regarding any third party application， whether express， implied or statutory， including， without limitation， any implied warranty of merchantability or fitness for a particular purpose， and any representation， warranty， or guaranty regarding the availability， functionality， accuracy， completeness or legality of any third party application. You agree to indemnify and hold the Company harmless against any damages， directly or indirectly， punitive， incidental， special or consequential of any type whatsoever or any damages whatsoever， including but not limited to damages arising from loss of use resulting from the use or performance of third party applications. The Company is not responsible for any personal identifying information that may be shared with any third party application.

6.3 Release. You hereby forever release and discharge the Company (and our officers， employees， agents， successors， and assigns) from， and hereby waive and relinquish， each and every past， present and future dispute， claim， controversy， demand， right， obligation， liability， action and cause of action of every kind and nature， that has arisen or arises directly or indirectly out of， or that relates directly or indirectly to， the Services， or any interactions， conduct or omissions with or by our partners or any other third party or any Third Party Links and Applications.

7 Intellectual Property

7.1 Company Intellectual Property. User acknowledges and agrees that the Company owns all legal rights and interests in all elements of the Services. The Company's logos， graphics， designs， user interfaces， website designs， computer code， all elements of the Services， data， and Platform (collectively， ”Company Assets”) are owned by the Company. The Services， Platform， Company Assets and Content are protected by copyright， trademark protection， or are subject to other proprietary rights. Except as expressly permitted by the Company in these terms， you may not use the Services or Content in any manner. Services or Content may not be copied， reproduced， modified， published， transmitted or distributed in any way.

Notwithstanding anything to the contrary in this Agreement， you understand and agree that you have no ownership or other property interest in your account， and you further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of the Company.

7.2 Non-Company Intellectual Property. Except for Company Assets， all other trademarks， product names， logos and similar intellectual property on the Platform are the property of their respective owners and may not be copied， imitated or used， in whole or in part， without the permission of the applicable trademark holder.

7.3 Digital Millennium Copyright Act Compliance

Notice. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright， you may request removal of those materials from the Services by submitting written notification to the Company. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (”DMCA”)， your written notice (”DMCA Notice”) must include substantially the following:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity;

(d) Information reasonably sufficient to permit the Company to contact the complaining party， such as an address， telephone number， and email address;

(e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner， its agent， or the law;

(f) A statement that the information in the notification is accurate;

(g) Under penalty of perjury， that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

8 Indemnification

You agree to release， indemnify， and hold the Company and its affiliates and their officers， employees， directors and agents harmless from any claims， liabilities， damages， losses， and expenses， including without limitation reasonable legal and accounting fees， arising out of or in any way connected with (a) your access to， use of， or inability to use the Services; (b) your violation of this Agreement; (c) your violation of any rights of any third party; (d) your violation of any applicable law; and (e) any and all financial losses you may incur or cause others to incur， regardless of whether such transactions were made due to information learned on the Platform or through the Services. Your sole and exclusive remedy for dissatisfaction with the Platform， website and/or Services is to stop using the Platform， website and/or Services.

9 Risk Disclosure

9.1 User Acknowledges the Risk of Cryptocurrencies and Smart Contracts.

You represent and warrant that you understand and are willing to accept the risks associated with cryptographic systems such as smart contracts， public blockchain networks (including but not limited to the Ethereum blockchain network) and non-fungible tokens (NFTs).

9.2 Company is Not Responsible for Technical Errors on Any Blockchain.

The Company is not responsible for losses due to any functionality of the Ethereum network or any other blockchain network that the Company may include in the Services or Platform， or any wallet on any blockchain network， or due to forks， technical issues or any other problems that might lead to a loss of funds.

Upgrades to the Ethereum platform or any other blockchain network that the Company may include in the Services or Platform， a hard fork in such platforms， or a change in how transactions are confirmed on such platforms may have unintended， adverse effects on all blockchains using the ERC-20， ERC-721， or ERC-1155 standards.

9.3 User Acknowledges the Risks of the Platform.

You acknowledge that the Platform has inherent risks， and you acknowledge that you are solely responsible for evaluating any information provided by the Platform. This warning and others provided by the Company in this Agreement are in no way evidence or represent an on-going duty to alert you to all of the potential risks of utilizing the Platform. The Platform may experience sophisticated network attacks， unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Platform. You agree to accept the risk of Platform failure resulting from unanticipated or heightened technical difficulties， including those resulting from sophisticated attacks， and you agree not to hold the Company accountable for any related losses.

9.4 Company Makes No Representations About the Value of Any Digital Assets.

Blockchain asset prices are extremely volatile and other digital assets may have significant price fluctuations that could materially and adversely affect the value of tokens， which themselves may be subject to significant price volatility due to supply and demand， and popularity of the particular token. The Platform， cryptocurrencies， NFTs and other digital assets may be subject to one or more regulatory inquiries or pending regulatory actions. The Company absolutely makes no representations or warranties about the value of any token or other digital assets.

9.5 User Acknowledges Financial Risks of Digital Assets.

The risk of loss in trading digital assets can be substantial. Therefore， you should carefully consider whether creating， buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform， you represent that you are solely responsible for undertaking your own independent evaluation and investigation into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge， market sophistication， professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via any digital asset.

9.6 Violations by Other Users.

User irrevocably releases， discharges， and holds harmless the Company and its subsidiaries， affiliates， officers and successors from any and all past or future causes of action， suits or controversies arising out of another user's violation of these terms.

10 Limitation of Liability and Disclaimer of Warranties

10.1 Limitation of Liability.

To the maximum extent permitted by law， in no event will the Company be liable to you or any third party for any financial loss arising out of or related to these terms or your use of or inability to use the Platform， website or Services， content or information accessed on or through the website or any hyperlinked website， or any disruption or delay in the operation of the website or Services， even if the Company has been advised of the possibility of such damages. Access to and use of the website or Services are at your own discretion and risk， and you will be solely responsible for any damage to your property， including your computer system or mobile device or loss of data resulting therefrom.

10.2 No Warranties.

All information or services provided by the Company to you via the Services， including without limitation all Content， are provided ”as is” and ”as available” without warranty of any kind. The Company and any third-party licensors of Content on the Services expressly disclaim all warranties of any kind， whether express， implied or statutory， including， but not limited to， warranties of merchantability， fitness for a particular purpose， title and non-infringement. Notwithstanding anything contained herein to the contrary， the Company and its third-party licensors make no representation， warranty， or promise regarding the accuracy， quality， suitability， completeness， sequence， timeliness， security or availability of the website or any Content accessed via the Services or otherwise. The Company does not warrant that the Services will be free of viruses， worms， or Trojan horses， or that it will function or operate in conjunction with any other product or software. You expressly agree that the use of the Services is entirely at your own risk and the Company is not responsible for any termination， interruption， delay， error， performance failure， defect， line failure， or omission associated with the Services or your use of the Services. Your sole remedy against the Company is to discontinue use of the Platform， website and/or Services.

10.3 Company is Not a Financial Planner or Investment Advisor.

The Company， Platform and Services are not intended to provide investment or financial advice. The Company is not a financial or tax planner and does not offer legal advice to any users of the Services.

11 Term and Termination

This Agreement will remain in effect during your use of the Platform or Services (”Term”). We may suspend or terminate your right to use the Platform or Services at any time for any reason at our sole discretion， including for any use of the Platform or Services in violation of this Agreement. You may terminate this Agreement at any time by terminating your use of the Platform and Services and notifying us. Upon termination of your rights under this Agreement， your right to access and use the Platform and Services will terminate immediately. The Company will not have any liability whatsoever to you for any termination of your rights under this Agreement. Any provisions of the Agreement that by their nature should survive termination of the Agreement， including but not limited to ownership provisions， warranty disclaimers， and limitations of liability， shall continue to remain in full force and effect after the termination of the Services.

12 General Terms

12.1 Changes to These Terms of Use.

The Company may update or change these terms from time to time to reflect changes to any of our products or services， changes in the law， or other reasons as the Company deems necessary. The effective date of any terms will be reflected in the ”Last Updated” entry at the top of these terms. You continued use of the Services after notice of any such changes shall constitute your consent to such changes.

12.2 Waiver.

Any waiver by the Company of any term contained in this Agreement must be in writing and shall not be construed as a waiver of such term for any subsequent breach of such term or as a waiver of the term itself.

12.3 Governing Law and Jurisdiction.

These terms are governed by the laws of the Hong Kong Special Administrative Region. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in the Hong Kong Special Administrative Region in all disputes arising out of or relating to the use of the Services.

12.4 Attorney's Fees and Costs.

In addition to any relief， order， or award granted by an arbitrator or court， any party found to be substantially the non-prevailing party in any dispute shall be required to pay the reasonable attorney's fees and costs of any party found to be substantially the prevailing party， and such non-prevailing party shall further reimburse or pay any arbitrator's fees and expenses incurred by the prevailing party in any arbitration.

12.5 Third-Party Beneficiaries.

Notwithstanding Section 12.8， this Agreement and the rights and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement， express or implied， is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights under this Agreement.

12.6 Entire Agreement.

This Agreement and each of its exhibits or appendices constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other party has not made any representations， warranties or agreements of any kind， except as expressly set forth herein.

12.7 Severability. If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable， the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon and enforceable against the parties as if such invalid or unenforceable provision (or portion thereof) had not been included in this Agreement.

12.8 Assignment.

You may not assign or transfer this Agreement or any rights hereunder， without the prior written consent of the Company. Except as provided in this Section， any attempt by you to assign any of your rights or delegate any of your obligations under this Agreement without the consent of the Company shall be void. The Company may assign this Agreement or any rights hereunder without consent.