Terms of Service

Date last revised: December 5, 2024

1. Introduction

These Terms of Service (“Terms”), which can be viewed as an agreement between an individual or entity user or authorized representative of such user (“you”, “your”, “user”) and Orange Innovations Ltd (“Orange Wallet”, “we”, “us”, “our”), govern your access and use of all versions of the App (as defined below) and the Services (as defined below). The App makes certain software services accessible to user via an unhosted mobile device application and browser extension marketed, advertised, or marked by us with the name “Orange Wallet” from time to time (the “App”).

By accessing the App and/or using any or all the Services, you accept and agree to be legally bound by these Terms and all the terms incorporated herein by reference.

Orange Wallet reserves the right to modify or replace any of these Terms in its sole discretion from time to time. The “Date Last Revised” specified on these Terms indicates the date on which the Terms were last modified. Please check these Terms periodically to ensure that you are aware of and in compliance with the most current version of these Terms. Any revision to the Terms shall take effect immediately upon such revised Terms being made accessible via the Services. Such revised Terms shall be binding on you, and by your continued access and/or use of the App for purposes of participating in the Services, you shall be deemed to agree to and accept the Terms as revised.

THE APP IS DEVELOPED AND PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS BY ORANGE WALLET AND/OR ITS AFFILIATES, AND ORANGE WALLET AND ITS AFFILIATES (SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAWS) EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND IN RESPECT THEREOF. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX AND/OR OTHER PROFESSIONAL ADVISOR(S). IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCEPT THESE TERMS, OR PARTICIPATE IN THE SERVICES, AND MUST CANCEL YOUR ACCESS IMMEDIATELY.

(a) In these Terms, the following words, and expressions, whenever used in these Terms shall have the respective meanings indicated below:

“Affiliate” means with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person; and as used in this definition, “control” means the power to direct or cause the direction of the management or policies of a person or entity, whether through the exercise of voting power or by contract and “controlling” and “controlled by” shall have correlative meanings.

“Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network, including but not limited to NFT.

“Folk" means a change in the current source code or generating new and supplementary source code for a blockchain.

“Governmental Authority" means any nation or government, any state or other political subdivision thereof, any entity exercising legislative, executive, judicial or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

“Laws” means the laws, statutes, ordinances, rules, regulations, judgments, injunctions, orders, and decrees of any governmental authority.

“NFT" abbreviation for non-fungible token means a unique digital identifier that cannot be copied, substituted, or subdivided, that is recorded in a blockchain, and that is used to certify authenticity and ownership.

“Orange Chain” is a proof of work layer 2 scaling solution designed specifically for the Bitcoin network, based on OP Stack and ZK Fraud Proof technology. Information about Orange Chain is available on its official website https://orangechain.xyz/.

“Smart Contract" means any open-source computer protocol as may be deployed on, via or through the App from time to time (including all related trademarks and other intellectual property, whether such use is via the App or otherwise);

“Services” means the services that may be provided by us as defined in Section 5.

“Wallet” means a digital storage component provided by the App, encompassing both the native wallets generated by the App and third-party wallets that can be imported and accessed within the App, for storing, managing, and facilitating transactions involving your Digital Assets stored on the blockchain(s) supported by the App.

(b) Acknowledgement of Risk: As with any asset, the value of Digital Assets can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in Digital Assets. You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition and carefully consider whether trading or holding Digital Assets is suitable for you.

Orange Wallet is not registered with the U.S. Securities and Exchange Commission and does not offer securities services in the United States or to U.S. persons. You acknowledge that Digital Assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.

(c) NOT FINANCIAL ADVICE: WE DO NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. WE ARE SOLELY THE PROVIDER OF ORANGE WALLET AND WE DO NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD.

2. Contracting Party and Eligibility to access to and use the Services

(a) The party that is legally bound by these Terms (and that is identified in these Terms as ‘you’) is either the individual who accepted these Terms (the “Signatory”); or the individual or entity, if any, that legally authorized the Signatory to accept these Terms on its behalf (the “Principal”).

If the Signatory asserts that there is a Principal but the individual or entity identified as the Principal (i) does not fully satisfy the Eligibility Conditions under Section 2(b) below or (ii) is for any reason not legally bound to these Terms, then the Signatory will be bound to these Terms in his or her personal capacity.

(b) To be eligible to access and/or use the Services, you must satisfy each of the following conditions (the “Eligibility Conditions”):

If you are an individual:

(i) you must be at least 18 years old or above the minimum age in your jurisdiction to have the legal capacity to enter into contracts and to use the Services;

(ii) you are not a citizen or permanent resident of, you do not have a primary residence in, and you are not physically located in (i) Cuba, Egypt, Hong Kong, Iran, Iraq, People’s Republic of Korea, Saudi Arabia, Syria, Ukraine, United States of America or its territories or possessions; or (ii) any country (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset transactions would be construed as the transactions of a security (howsoever named), financial services or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and

(iii) you are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.

If you are an entity:

(i) you are duly organized and validly existing under the applicable laws of the jurisdiction of your organization;

(ii) you have authorized your Signatory to accept these Terms on your behalf;

(iii) you are not a resident for tax purposes of, you do not have a domicile in, and you are not physically located in (i) Cuba, Egypt, Hong Kong, Iran, Iraq, People’s Republic of Korea, Saudi Arabia, Syria, Ukraine, United States of America or its territories or possessions; or (ii) any country or jurisdiction (A) where participation in the Services is prohibited, restricted or unauthorized in any form and/or manner whether in full or in part under the Laws, regulatory requirements, or rules in such jurisdiction or (B) where it is likely that the Digital Asset transactions would be construed as the transactions of a security (howsoever named), financial services or investment products under the laws, regulatory requirements, or rules of such jurisdiction; and

(iv) you are not a Specially Designated National as identified by the Office of Foreign Assets Control of the U.S. Treasury Department; or on the Consolidated List of Targets maintained by the U.K. Office of Financial Sanctions Implementation of HM Treasury; or on the consolidated list of persons, groups, and entities subject to economic, financial sanctions, trade embargoes or export controls administered, enacted or enforced from time to time by the United States of America (“U.S.”), the United Nations Security Council, the European Union (“EU”), any EU member state, or the United Kingdom (regardless of its status vis-a-vis the EU), or any other jurisdiction.

You can only use our Services if permitted under the Laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of our Services would be illegal or otherwise violate any applicable laws. Please make sure that your accessing, using the Services are not prohibited, restricted, or regulated by any law or regulation applicable to you. You are solely responsible (i) to determine if there are any such laws or regulations (including foreign exchange restrictions) applicable to you and to comply with them and (ii) to determine if there are any governmental or other consents or approvals which you need to obtain, and to obtain and maintain them.

You are accessing to and/or using the Services as principal and for your own account, and not as nominee or agent for, or for the account of, any other person.

(c) If you do not fully satisfy each of the Eligibility Conditions at all times from the time that you accept these Terms, then you may not, and you agree not to, access to and/or use the Services. If you access to and/or use the Services notwithstanding that you do not meet each of the Eligibility Conditions, you acknowledge that (a) your access to and/or use the Services is a breach of these Terms, and (b) you access to and/or use the Services at your own risk. You acknowledge and agree that Orange Wallet will not be liable to you or any other party arising from or in connection with your access to and/or use the Services if you do not meet each of the Eligibility Conditions.

(d) Orange Wallet may require you to provide certain information to confirm your satisfaction of the Eligibility Conditions and to complete the transactions related to the Services. If you do not provide the required information, then you may be unable to use the Services. Orange Wallet’s request for, and your provision of, any information from you, and any actions or decisions Orange Wallet may take based on that information, do not affect your obligations under this Section.

3. Wallet Registration and Security

(a) Wallet registration

You must either import or create a Wallet in order to use Orange Wallet. When you create a Wallet, you will be assigned a private key. You acknowledge and agree that you shall assume all risks related to the use of the Services and you shall be solely responsible for maintaining the confidentiality and security of your private key. When you create a Wallet, you are strongly advised to take precautions in order to avoid loss of access to and/or control over your Wallet. Suggested measures include, but are not limited to, the following: (a) creating a strong unique password that you do not use for any other purpose (i.e. different to your phone password or any other passwords you use for websites, online services, etc.) and leveraging biometric authentication if available; (b) do not store the private key and Secret Phrase in plain text online or in an unsecured physical location; (c) limiting access to your devices and your Wallet; (d) taking all necessary precautions against malware on your devices and networks; and (e) promptly notifying us if you discover or otherwise suspect any security breaches related to your Wallet. Notwithstanding anything to the contrary herein, we shall have no liability whatsoever in connection with activities that occur on your Wallet with or without your authorization.

(b) Payment and Fees

We may charge fees for some or part of the Services we make available to you. We reserve the right to change those fees at our discretion. Fees applicable to the Services or any component of the Services, if any, shall be set forth or displayed in the App from time to time.

You may incur charges from third parties for use of linked services. For example, you may be charged fees via the DApps and/or DEXs that you may access via the App.

(c) Transaction Fees

There may be transaction fees (e.g. mining fees) associated with your Digital Asset transactions that are required by Orange Chain or any other blockchain network with which the Services are compatible. You must ensure that you have an adequate balance in your Wallet and/or “gas” to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions or losses you incur due to incorrectly set transaction fees (i.e. too low or too high) or due to insufficient funds or gas associated with your Wallet address. You further acknowledge and agree that we do not have access to your or anyone else’s transactions.

(d) Taxes

The use of the App and Services shall be exclusive of all taxes that are applicable to, arising from, or in connection to your use of the Services or the Sites, including your receipt and holding of Tokens in any jurisdiction (any such taxes, a “Payable Tax”).

You shall be responsible for determining any Payable Tax and declaring, withholding, collecting, reporting and remitting the correct amount of Payable Tax to the appropriate tax authorities. You shall be solely liable for all losses, penalties, claims, fines, punishments, or other liabilities arising from the non-fulfilment or non-performance to any extent of any of your obligations in relation to the Payable Tax. Orange Wallet shall not be responsible for, or responsible for determining, any Payable Tax attributable to you or declaring, withholding, collecting, reporting or remitting the correct amount of Payable Tax to any Governmental Authority.

(e) Ownership and Control

You own and control Digital Assets held in your Wallet. As the sole owner of digital assets in your Wallet, you shall bear all risk of loss of such digital assets. Orange Wallet shall have no liability for digital asset fluctuations or loss associated with your use of the App. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Assets by sending them to a different blockchain address.

4. Authority/Terms of Service

Orange Wallet retains all authority over the issuing, maintenance, and closing of the Services. The decision of Orange Wallet’s management, concerning any use of the Services, or dispute resolution, is final and shall not be open to review or appeal.

5. Services

(a) Our Services. The App allows you to:

(i) generate Wallet addresses and associated private keys that you may use to send and receive Digital Assets;

(ii) browse and access third party decentralized application(s) (“DApp(s)”) and third party decentralized exchanges (“DEX”) through the mobile application’s web browser;

(iii) swap/trade Digital Assets through DApp functionality made available by third party service provider(s);

(iv) view addresses and information that are part of Digital Asset;

(v) view Digital Asset price information made available by third party service provider(s); and

(vi) broadcast Digital Asset transaction data to Orange Network or any other blockchain network supported by Orange Wallet;

(vii) additional functionality as Orange Wallet may add to the App from time to time.

(b) Wallet Address, Private Key, and Backup Capabilities

An encrypted backup of certain information associated with your Wallet can be stored on eligible devices. The private key is associated with the Wallet address and, together, they can be used to authorize the transfer of Digital Assets to and from that Wallet address. You are solely responsible for the retention and security of your private key and any mnemonic phrase (“Secret Phrase”) associated with your Wallet. Your Secret Phrase is the only way to access the Digital Assets associated with your Wallet. Anyone that has access to your Secret Phrase can access your Digital Assets. You must keep your Wallet address, Secret Phrase, and private key access information secure. It is very important that you backup your private keys, backup phrases or passwords. Failure to do so may result in the loss of control of Digital Assets associated with your Wallet. You acknowledge and agree that we do not receive or store your Wallet password, encrypted private key, unencrypted private key, or Secret Phrase associated with your Wallet. We cannot generate a new password for your Wallet if you fail to remember your original password. If you have not safely stored a backup of any Wallet address and private key pairs maintained in your Wallet, you accept and acknowledge that any Digital Assets you have associated with such Wallet address will become inaccessible. You agree that Orange Wallet and its affiliates shall have no responsibility or liability whatsoever in the event you are unable to access your Wallet for any reason including without limitation your failure to keep your Wallet address, Secret Phrase and private key information secure.

(c) Use of Third Party Materials

If you access or use the App or any of our Services, you may also be using third party products, services, software and interfaces that are provided by third parties and integrated into the App and/or our Services (“Third Party Materials”). By doing so you acknowledge and agree that:

(i) Orange Wallet makes no warranties or representations, express or implied, about such linked Third Party Materials, the third parties they are owned and operated by, the information contained on them, the suitability of their products or services, or the assets they make accessible;

(ii) Orange Wallet is not responsible for your access or use of Third Party Materials and shall have no liability whatsoever in connection with your use of Third Party Materials, including, without limitation, any transactions you dispute;

(iii) your use of such Third-Party Materials may be subject to separate policies, terms of use and fees of these third parties, and you agree to abide by and be responsible for such policies, terms of use and fees, as applicable;

(iv) if we are unable to maintain a good relationship with such Third Party Materials owner; if the terms and conditions or pricing of such Third Party Materials change; if we violate or cannot comply with the terms and conditions of such Third Party Materials; or if any of such Third Party Materials loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the App and Services will suffer;

(v) the limits of amounts that you may exchange via Third Party Materials per day shall be subject to any requirements of the third-party developed smart contracts;

(vi) blockchain operations are irrevocable meaning when you conduct any transactions via Third Party Materials, you shall be solely responsible for the consequences of any issues associated with such transactions, including, without limitation, your transfer to an incorrect address or problems associated with the node servers selected by you;

(vii) when you use Third Party Materials, third-party developed smart contracts may charge you handling fees and/or service fees and any information displayed on Orange Wallet relating to such fees are for your reference only as Orange Wallet cannot and does not guarantee its accuracy, applicability, reliability, integrity or appropriateness, nor shall Orange Wallet be liable for any loss or damage that may be caused directly or indirectly by your use of these contents; and

(viii) Orange Wallet may, in its discretion, charge such fees at any time in the future. Any updated fees will apply to any transaction that occurs following the effective date of the updated fees.

(d) Digital Asset Transactions

In order for all proposed Digital Asset transactions to be completed, they must be confirmed and recorded in Orange Chain or Digital Asset’ associated public blockchain network. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using the App, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; (iii) we do not store, send, or receive your Digital Assets; and (iv) any transfer that occurs in relation to any Digital Asset occurs on the relevant blockchain network and therefore we do not guarantee the transfer of title or right in any Digital Asset.

(e) Accuracy of Information Provided by User

In order for all proposed Digital Asset transactions to be completed, they must be confirmed and recorded in Orange Network or Digital Asset’s associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using the App, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; (iii) we do not store, send, or receive Digital Assets; and (iv) any transfer that occurs in relation to any Digital Asset occurs on the relevant blockchain network and not on a network owned by us and therefore we do not guarantee the transfer of title or right in any Digital Asset.

6. Acknowledgement, Representations and Warranties

6.1. You accepting these Terms, you acknowledge, represent and warrant that:

(a) The Services and the Digital Assets do not and are not intended to constitute securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction and these Terms do not and are not intended to constitute an offer of securities of any form, units in a business trust, units in a collective investment scheme or any other form of investment in any jurisdiction or a solicitation for any form of investment in any jurisdiction;

(b) None of the Services and the Digital Assets shall be construed, interpreted, classified or treated as enabling, or according any opportunity to you, to participate in or receive profits, income, or other payments or returns arising from or in connection with any of the Services and the Digital Assets, or to receive sums paid out of such profits, income, or other payments or returns, solely by virtue of you holding the Digital Assets;

(c) No regulatory authority has examined or approved of these Terms, no such action has been or will be taken under the Laws of any jurisdiction, and the provision of these Terms to you does not imply that Laws have been complied with;

(d) You are fully aware of and understand and agree to assume all the risks (including direct, indirect or ancillary risks) associated with (i) any of the Services, the App, the Digital Assets; and (iii) your use of any of the Services, any Digital Asset or user interface used in connection with any of the Services or the App;

(e) The prices and liquidity of the Digital Assets are extremely volatile. Fluctuations in the price of other Digital Assets could materially and adversely affect the Digital Assets made available through the Services, which may also be subject to significant price volatility. We cannot guarantee that you will not lose money and have no responsibility to you for any such loss;

(f) There are risks associated with using an internet-based currency, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your Wallet. You accept and acknowledge that Orange Wallet will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services for transactions, however caused;

(g) The regulatory regime governing blockchain technologies, cryptocurrencies, and digital assets is uncertain, and new regulations or policies may materially adversely affect the development of the Services;

(h) Your Digital Assets, or any Digital Assets you acquire, including through a third-party exchange may lose some or all of their value and you may suffer loss due to the fluctuation of prices of Digital Assets and/or significant price slippage and cost. You understand that anyone can create a Digital Asset, including fake versions of existing Digital Assets and Digital Assets that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly trade those or other Digital Assets. You further acknowledge that we are not responsible for any of these variables or risks and that we cannot be held liable for any resulting losses that you experience while accessing or using the Services;

(i) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any regulatory authority in any jurisdiction (the “Approvals”) is required on your part in connection with your use of any of the Services, or where any Approvals are required, such Approvals have been obtained and remain valid and in full force and effect and your use of the Services and the App does not constitute, and you do not expect it to result in, a breach, default, or violation of any Laws or any contract or agreement to which you are a party or are otherwise bound. You are responsible for ensuring compliance with the Laws of your jurisdiction in connection with your use of the Services and the App, and acknowledge that Orange Wallet is not liable for your compliance or non-compliance with any such Laws;

(j) The Digital Assets received by you through the Services will not be used for any purpose in connection with money laundering, terrorism financing or any other acts in breach or contravention of any Laws;

(k) The App, the Services, and the smart contracts may be subject to exploits. Orange Wallet is not responsible for exploits and it is not possible to guarantee that the code is completely free from bugs or errors. Users accept all risks that arise from using the Site, the Services, and the Smart Contracts, including the risk of any funds being lost due to a failure or exploit of the Site, the Services, or the Smart Contracts.

(l) you are solely responsible for securing the private keys and Secret Phrase associated with any Wallet or blockchain address you may use when accessing the Services. You understand that anyone who obtains your private keys and/or Secret Phrase and access to your device may access your Wallet or a blockchain address controlled with such private keys and/or Secret Phrase with or without your authorization and may transfer any digital assets accessible through your Wallet or such blockchain address;

(m) we make no guarantees as to the price or value of any Digital Assets on any secondary market, including the liquidity pools accessible using the Services;

(n) There is a risk of inactivity in liquidity pools if the market rates associated with the Digital Assets that make up the liquidity pool fall outside the minimum and maximum prices supported. You are ultimately responsible for determining what the minimum and maximum prices are;

(o) Support for the App, and the Smart Contracts may be modified or discontinued at any time. Orange Wallet reserves the right, at any time, in our sole discretion and without prior notice, to modify the App;

(p) In the event of a change to an underlying blockchain network, or other network disruption, resulting in a Fork of the existing blockchain into one (or more) additional blockchains, the Services may not support activity related to any new Digital Assets created as a result of the Fork. In addition, in the event of a Fork, transactions on the network may be disrupted, including transactions involving the Smart Contracts;

(q) There are risks associated with purchasing Digital Asset, including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. Orange Wallet reserves the right to hide collections, contracts, and assets affected by any of these issues or by other issues. Assets you purchase may become inaccessible on the App. Under no circumstances shall the inability to view or access your assets on the App serve as grounds for a claim against Orange Wallet.

6.2. You acknowledge and agree that Orange Wallet does not make or purport to make, and Orange Wallet hereby expressly disclaims, any representation or warranty in relation to the subject matter set forth in these Terms, including any representations or warranties relating to the App, the Services, the Smart Contracts, or otherwise.

You further acknowledge and accept that by using the App and/or the Services: (a) the App and Orange Wallet have no control over, and assume no responsibility for, the Smart Contracts or any of the functions thereof or changes thereto; (b) the App function solely as an interface to communicate your instructional input to the Smart Contracts and to receive output from the Smart Contracts. The App does not execute trades on your behalf, and merely serve as an interface that may provide information with which you may direct third parties who may do so; (c) you shall not claim, and have no claim, against Orange Wallet (i) in respect of, in connection with any change to, or in connection with any failure of, the Smart Contracts, or any of the functions thereof; or (ii) in respect of any failure of the App or Services to facilitate access to and usage of the Smart Contracts, and any of the functions thereof; and (d) none of the information available on the App or in these Terms, or made available to you in relation to the use of the App or the Services constitutes any advice, including legal, tax, financial, accounting or trading advice. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional advisors.

7. Intellectual Property

(a) Proprietary property of Orange Wallet

The App and the Services, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the Orange Wallet logo and all designs, layouts, displayed, technical information, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Orange Wallet or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our Affiliates, licensors, and users, as applicable, reserve all rights in connection with the Services and its content, including, without limitation, the exclusive right to create derivative works.

“Orange Wallet” name, logo, trademarks, and any Orange Wallet product or Services names, designs, logos, and slogans are the intellectual property of Orange Wallet or our affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Orange Wallet” or any other name, trademark, or product or Services name of Orange Wallet or our Affiliates or licensors without our prior written permission. In addition, the “look and feel” of the App and the Services constitutes the Services mark, trademark, or trade dress of Orange Wallet and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

All other third-party trademarks, registered trademarks, and product names mentioned on the App and/or the Services or displayed on the App and/or Services 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 intellectual property rights holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Orange Wallet.

(b) License

As long as you agree to and comply with the present Terms, we grant you a non-exclusive, non-sublicensable and non-transferable license to use the App for your personal use or internal business use only. Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the App; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the App; (c) use the App for the benefit of any third party; (d) incorporate the App into a product or service you provide to a third party without our prior written consent; (e) circumvent mechanisms in the App intended to limit your use; (f) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, including images and texts, underlying ideas, algorithms, file formats or non-public APIs to the App, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in the App and (h) use the App for competitive analysis, as part of any other software or project of any kind or to build competitive products.

(c) License to NFT Content

You may be able to store NFTs on your Wallet. You hereby represent and warrant that you own all legal right, title in and interest to, including all intellectual property rights to the content associated with the NFT (“NFT Content”), or you are legally authorized by the owner of the intellectual property in the NFT Content to store the NFTs on your Wallet. You retain all rights to the NFT Content except for rights expressly granted herein. By using the App, you grant us a license to access, use, host, cache, store, copy, reproduce, transmit, display, publish, distribute, adapt and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) the NFT Content in any and all media or distribution methods (now know or later developed) solely as required to be able to operate and provide services of Orange Wallet. We do not monitor the NFTs and NFT Content stored on your Wallet for any infringement of a third party’s intellectual property rights. Accordingly, we assume no liability for any action regarding any content provided by you. You further acknowledge and agree it is your sole responsibility to carry out all necessary due diligence for all your activities relating to NFTs, and you represent and warrant that you have not and are not relying on, and shall have no remedies, in respect of any statement or representation made by us in relation to any transfer or interaction otherwise with any NFTs. If you have a dispute in relation to the NFTs and/or NFT Content, you release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

8. Prohibited Use

(a) You shall be responsible for the reporting requirements under the Laws in respect of any dealing with Tokens including the reporting requirements in respect of any taxable income derived in connection with the use of Services to the relevant Governmental Authority.

(b) Your relationship with us and the operation and use of Services shall be subject at all times to the Laws. Orange Wallet may take or refrain from taking any action whatsoever, and you shall comply with, and shall do all things required by Orange Wallet, in order to procure or ensure compliance with the Laws. You acknowledge and agree that Orange Wallet shall not be liable to you as a result of any action taken by Orange Wallet to comply with the Laws.

(c) You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The specific types of uses listed below are representative but are not exhaustive. We may update the Prohibited Uses of the Services from time to time, and you hereby acknowledge and agree that it shall be your sole responsibility to ensure that your use of the Services does not involve a Prohibited Use. By using the Services, you confirm that you will not, and you will not aid, abet, encourage or induce any third party to engage in any of the actions and activities in any manner utilizing the Services which:

(i) impersonate someone or use or attempt to use another user’s Wallet without authorization or use our App and/or Services in any manner that could interfere, disrupt, negatively affect, or inhibit other users from fully enjoying it;

(ii) take any action that may impose an unreasonable or disproportionately large load on our or any of our third-party providers’ infrastructure;

(iii) access the App or use the Services to copy, modify, or create derivative works of the App or the the Services or any related software or code, or reverse engineer, disassemble, decompile, decode, adapt, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to the App or the Services, or otherwise attempt to derive or gain access to any software component of the Site or the Services, including those of third parties;

(iv) collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

(v) impersonate or misrepresent your affiliation with any person or entity;

(vi) engage or assist in any activity that violates any law, statute, ordinance, regulation, or sanctions program, or that involves proceeds of any criminal or fraudulent activity (including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the App and/or Services);

(vii) use the App and/or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the App and/or Services;

(viii) Violate, misappropriate or infringe the rights of Orange Wallet, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; and

(ix) facilitate or assist another person to do any of the above acts.

9. Covenant

By accessing the App and using the Services, you further covenant that:

(a) Any Digital Assets you transfer via the Services have been legally obtained by, and belong to, you;

(b) You will not provide any false, inaccurate or misleading information while using the Services, or engage in any activity that operates to defraud Orange Wallet,, other users of the Services, or any other person or entity;

(c) You will not use the Services to transmit or exchange Digital Assets that are the direct or indirect proceeds of any criminal or fraudulent activity, including, without limitation, terrorism or tax evasion;

(d) Any Digital Assets you use in connection with the Services are either owned by you or you are validly authorized to carry out actions using such assets;

(e) You will pay all fees necessary for interacting with the Services, or any other network with which the Services are compatible, including "gas" costs, as well as all fees charged by us for your use of the Services; and

(f) You agree to comply with all applicable U.S. and non-U.S. export control and trade sanctions laws ("Export Laws"). Without limiting the foregoing, you may not access the App or use the Services if (i) you are in, under the control of, or a national or resident of Cuba, Egypt, Hong Kong, Iran, Iraq, People’s Republic of Korea, Saudi Arabia, Syria, Ukraine, United States of America or any other country subject to United States embargo, UN Security Council Resolutions, HM Treasury's financial sanctions regime, or if you are on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List, Unverified List, Entity List HM Treasury's financial sanctions regime; or (ii) you intend to supply any Services to Cuba, Egypt, Hong Kong, Iran, Iraq, People’s Republic of Korea, Saudi Arabia, Syria, Ukraine, United States of America or any other country subject to United States embargo or HM Treasury's financial sanctions regime (or a national or resident of one of these countries), or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List, Entity List, or HM Treasury's financial sanctions regime.

10. Indemnity

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Orange Wallet, and our Affiliates, officers, directors, agents, partners and employees (individually and collectively, the “Orange Wallet Parties”) from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) arising out of or related to (a) your use or misuse of the Services and the App, (b) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights), (c) your violation or breach of any term of these Terms or applicable Laws, (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your fraud, negligence or willful misconduct. You agree to promptly notify Orange Wallet Parties of any third-party Claims, cooperate with Orange Wallet Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys’ fees). You also agree that the Orange Wallet Parties will have control of the defense or settlement, at Orange Wallet'’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Orange Wallet.

If Orange Wallet is obligated to respond to a subpoena or other compulsory legal or court order or process relating to subject matter that is within the scope of your indemnity under this Section 10, you agree to reimburse Orange Wallet its legal fees, as well as its employees’ and contractors’ time and materials spent responding to the subpoena or other compulsory legal or court order or process at reasonable hourly rates.

11. Warranty Disclaimers

THE APP AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ORANGE WALLET EXPRESSLY DISCLAIMS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ORANGE WALLET MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USERS’ OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE AVAILABLE AT ANY TIME OR IN ANY GEOGRAPHIC LOCATION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ORANGE WALLET MAKES NO WARRANTY OR REPRESENTATION THAT THE SERVICES DO NOT INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, THAT THE SERVICES WILL NOT INCIDENTALLY INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS BY NATURE OF ITS OPERATION. ORANGE WALLET CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT USERS DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SERVICES OR THE APP, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD ORANGE WALLET RESPONSIBLE FOR ANY BREACH OF SECURITY.

ORANGE WALLET MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE FUNCTIONALITY OF THE APP AND THE SERVICES, OR THAT THE APP AND THE SERVICES WILL OPERATE FREE FROM INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS THAT MAY DELAY, HINDER OR PREVENT THE TRANSMISSION OF TRANSACTIONS OR MESSAGES TO OR ON THE SERVICES, OR ANY OTHER NETWORK.

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

12. Acknowledgment of Certain Risks; Other Disclaimers; Release of Claims

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE NO CONTROL OVER, AND NO DUTY TO TAKE ANY ACTION REGARDING: (I) FAILURES, DISRUPTIONS, ERRORS, OR DELAYS IN THE PROCESSING OF DIGITAL ASSETS THAT YOU MAY EXPERIENCE WHILE USING THE SERVICES; (II) THE RISK OF FAILURE OF HARDWARE, SOFTWARE, AND INTERNET CONNECTIONS; (III) THE RISK OF MALICIOUS SOFTWARE BEING INTRODUCED OR FOUND IN THE SOFTWARE UNDERLYING ORANGE WALLET; (IV) THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR WALLET, INCLUDING, BUT NOT LIMITED TO YOUR WALLET ADDRESS, PRIVATE KEY, AND SECRET PHRASE; AND (V) THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE APPLICABLE BLOCKCHAIN NETWORKS.

YOU UNDERSTAND THAT ORANGE CHAIN (AND ALL OTHER NETWORKS WITH WHICH THE SERVICES MAY BE COMPATIBLE) REMAINS UNDER DEVELOPMENT, WHICH CREATES TECHNOLOGICAL AND SECURITY RISKS WHEN USING THE SERVICES IN ADDITION TO UNCERTAINTY RELATING TO DIGITAL ASSETS AND TRANSACTIONS THEREIN. YOU ACKNOWLEDGE THAT THE COST OF TRANSACTING ON ORANGE CHAIN IS VARIABLE AND MAY INCREASE AT ANY TIME, THEREBY IMPACTING ANY ACTIVITIES TAKING PLACE ON ORANGE CHAIN, WHICH MAY RESULT IN PRICE FLUCTUATIONS OR INCREASED PRICES FOR USING THE SERVICES.

USE OF THE SERVICES, IN PARTICULAR FOR TRADING DIGITAL ASSETS, MAY CARRY FINANCIAL RISK. DIGITAL ASSETS ARE, BY THEIR NATURE, HIGHLY EXPERIMENTAL, RISKY, AND VOLATILE. TRANSACTIONS ENTERED INTO IN CONNECTION WITH THE SERVICES ARE IRREVERSIBLE, FINAL AND THERE ARE NO REFUNDS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL ACCESS AND USE THE SERVICES AT YOUR OWN RISK. THE RISK OF LOSS IN TRADING DIGITAL ASSETS CAN BE SUBSTANTIAL. YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR CIRCUMSTANCES AND FINANCIAL RESOURCES. BY USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU HAVE BEEN, ARE, AND WILL BE SOLELY RESPONSIBLE FOR MAKING YOUR INDEPENDENT APPRAISAL AND INVESTIGATIONS 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 EVALUATION OF THE MERITS AND RISKS OF ANY TRANSACTION CONDUCTED IN CONNECTION WITH THE SERVICES OR ANY DIGITAL ASSET. YOU ACCEPT ALL CONSEQUENCES OF USING THE SERVICES, INCLUDING THE RISK THAT YOU MAY LOSE ACCESS TO YOUR DIGITAL ASSETS INDEFINITELY. ALL TRANSACTION DECISIONS ARE MADE SOLELY BY YOU. NOTWITHSTANDING ANYTHING IN THESE TERMS, WE ACCEPT NO RESPONSIBILITY WHATSOEVER FOR, AND WILL IN NO CIRCUMSTANCES BE LIABLE TO YOU IN CONNECTION WITH, YOUR USE OF THE SERVICES FOR PERFORMING DIGITAL ASSET TRANSACTIONS.

THE SERVICES MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING, BUT NOT LIMITED TO, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICES OR OTHER ATTACKS, TECHNICAL FAILURE OF THE SERVICES AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND THEREFORE WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF THE SERVICES CAUSED BY SUCH FACTORS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAWS AND REGULATIONS, YOU, FOR AND ON BEHALF OF ALL NATURAL AND LEGAL PERSONS WHO MAY CLAIM THROUGH OR UNDER YOU, ON YOUR BEHALF, OR OTHERWISE IN RESPECT OF YOU, RELEASE AND FOREVER DISCHARGE ORANGE WALLET AND ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, ATTORNEYS, AND ADVISERS, AND ALL OF ITS AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, FROM ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND WHATSOEVER, WHETHER UNDER COMMON LAW, STATUTORY, CONTRACTUAL, TORTIOUS, EQUITABLE, OR OTHERWISE, AND ALL LOSSES, DAMAGES, TAXES, LIABILITIES, COSTS, AND EXPENSES, WHICH YOU HAVE, EVER HAD, MAY HAVE, OR HEREAFTER MIGHT HAVE, WHETHER KNOWN OR UNKNOWN, NOW EXISTING OR WHICH MIGHT ARISE OR ACCRUE HEREAFTER, RELATING TO OR ARISING FROM THE MATTERS LISTED IN THIS SECTION.

13. Limitation of liability

IN NO EVENT SHALL ORANGE WALLET NOR ITS DIRECTOR, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY LOSSES REALIZED OR DEMANDED OF USERS RELATED TO USERS’ ACCESS TO OR USE OF THE SERVICES, INCLUDING ANY LOSSES FOR INTELLECTUAL PROPERTY INFRINGEMENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF ORANGE WALLET FOR DAMAGES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO ORANGE WALLET FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ORANGE WALLET, AS APPLICABLE.

IN NO EVENT SHALL ORANGE WALLET NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES, INCLUDING, BUT NOT LIMITED TO: ANY UNAUTHORIZED USE OF YOUR WALLET ADDRESS AND/OR PRIVATE KEY DUE TO YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR WALLET, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN ORANGE WALLET SOFTWARE OR THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION); (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; AND (III) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE LIMITATIONS OF LIABILITY IN THIS SECTION PROTECT ORANGE WALLET'S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISERS, AND REPRESENTATIVES OF ORANGE WALLET AND ITS AFFILIATES, AND ALL OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, TO THE SAME EXTENT THAT ORANGE WALLET IS PROTECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR SOME TYPES OF DAMAGES. TO THAT END, THE EXCLUSIONS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY ARE TO THE FULLEST EXTENT PERMITTED BY LAW.

YOU AGREE TO WAIVE ALL RIGHTS TO ASSERT ANY CLAIMS UNDER APPLICABLE LAWS AND REGULATIONS AND YOU AGREE THAT YOU MAY MAKE CLAIMS BASED ONLY ON THESE TERMS.

YOU ACKNOWLEDGE THAT ORANGE WALLET HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ORANGE WALLET.

14. Privacy Policy

Please refer to our Privacy Policy for information about how we collect, use, and disclose information from our App users. By submitting personal data through our Services, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data in accordance with the Privacy Policy.

15. Future changes to the App and Services

We are always working to improve the App and the Services, so our App and Services may change over time. We may suspend or discontinue any part of the App and the Services, or we may introduce new features or impose limitations on certain features or restrict access to part or all the App and the Services.

16. Resolving Disputes; Binding Arbitration

We want to address your concerns without needing a formal legal case. Before filing a claim against Orange Wallet, you agree to contact us and attempt to resolve the claim informally by sending a written notice of your claim by email at [email protected]. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be sent to the email address associated with your online account and will contain the information described above. If we can’t resolve matters within thirty (30) days after any notice is sent, either party may initiate a formal proceeding.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Orange Wallet and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.

(a) No Representative Actions. You and Orange Wallet agree that any dispute arising out of or related to these Terms, or our Services is personal to you and Orange Wallet and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

(b) Arbitration of Disputes. Except for claims disputes in which you or Orange Wallet seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Orange Wallet waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. All Disputes shall be submitted to the Singapore International Arbitration Centre (“SIAC”) to be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings shall be conducted virtually. You and Orange Wallet agree that Disputes will be held in accordance with the SIAC Arbitration Rules and Procedures (“SIAC Rules”). The most recent version of the SIAC Rules is incorporated into these Terms by reference. You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and waive any claim that the SIAC Rules are unfair or should not apply for any reason.

(c) The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Orange Wallet, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information gathered, prepared and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality doesn’t apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

(d) Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Orange Wallet will not have the right to assert the claim.

(e) If any portion of this section is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this section or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this section is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this section will be enforceable.

17. Governing Law

These Terms and your access to and use of the Services shall be governed by and construed and enforced in accordance with the laws of British Virgin Islands without giving effect to the conflict of laws principles thereof.

18. Termination

Notwithstanding the foregoing, we may suspend or terminate your access to the Services at any time in connection with any transaction as required by applicable law, any governmental authority, or if we in our sole and reasonable discretion determine you are violating these Terms or the terms of any third-party Services provider at our sole discretion, at any time and without notice to you. Such suspension or termination shall not constitute a breach of these Terms by Orange Wallet. In accordance with its anti-money laundering, anti-terrorism, anti-fraud, and other compliance policies and practices, we may impose reasonable limitations and controls on the ability of you or any beneficiary to utilize the Services. Such limitations may include where good cause exists, rejecting transaction requests, freezing funds, or otherwise restricting you from using the Services.

You may disconnect your Wallet at any time. You acknowledge and agree that we shall have no liability or obligation to you in such an event and that you will not be entitled to a refund of any amounts that you have already paid to us or any third party, to the fullest extent permitted by applicable law. Upon any termination, discontinuation, or cancellation of the Services, the following Sections will survive: 1, 2, 6, 7, 8, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20 and 21.

19. Severability

If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.

20. Injunctive Relief

You agree that a breach of these Terms will cause irreparable injury to Orange Wallet for which monetary damages would not be an adequate remedy and Orange Wallet shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.

21. Miscellaneous

These Terms constitute the entire agreement between you and Orange Wallet relating to your access to and use of the Service. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Orange Wallet, and Orange Wallet’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.