GRAPHDEX TERMS OF USE

1. About GraphDex and Acceptance of Terms

Welcome to GraphDex. The Platform is provided exclusively through a front end operated by GraphDex Limited ("Foundation", "we", "us" or "our"), a company duly incorporated and registered in Hong Kong Special Administrative Region of the People's Republic of China (Company Registration No. [INSERT UPON INCORPORATION]), with its registered office at [INSERT REGISTERED ADDRESS], Hong Kong. The Foundation's purpose is to provide a technical front-end interface that enables access to permissionless, peer-to-peer on-chain cryptocurrency trading tools on decentralized exchanges.

These Terms of Use (together with our Privacy Policy available at https://graphdex.io/privacy, incorporated herein by reference, and any other documents they expressly incorporate, collectively these "Terms") govern your access to and use of our website at https://graphdex.io (the "Website"), the GraphDex web interface (the "WebApp"), and all related proprietary applications (collectively, the "Platform"), but expressly excluding any third-party materials, protocols, smart contracts, or decentralized applications.

By accessing or using the Platform in any way, you accept and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Platform.

If you engage with the Platform on behalf of a company or other legal entity, then "you" refers to that entity, and you represent and warrant that you have full authority to bind that entity to these Terms.

2. Key Definitions

The following terms have the meanings set out below throughout these Terms:

• "Foundation Parties" means GraphDex Limited and its affiliates, licensors, service providers, officers, directors, employees, contractors, agents, successors, and assigns, collectively.
• "Platform" means the GraphDex website, WebApp, and all related proprietary applications operated by the Foundation, but expressly excluding any third-party protocols, smart contracts, DEXs, or decentralized applications.
• "Trading Wallet" means a software-based cryptographic key pair (comprising a public key and a private key) used to store, access, and transact digital assets on a blockchain network.
• "Digital Assets" means cryptocurrencies, tokens, and other blockchain-based digital assets, including but not limited to bitcoin, ether, and solana.
• "Restricted Jurisdiction" means any country, territory, or region that is: (a) subject to comprehensive country-wide or territory-wide economic sanctions or trade embargoes administered or enforced by the United States (including the Office of Foreign Assets Control ("OFAC")), the European Union, the United Kingdom (Office of Financial Sanctions Implementation ("OFSI") / HM Treasury), the United Nations Security Council, or any other applicable governmental or regulatory authority; (b) designated as a "state sponsor of terrorism" by the United States, the European Union, or the United Kingdom; (c) a jurisdiction in which the use, holding, or trading of Digital Assets is prohibited, restricted, or requires a license that the Foundation does not hold; or (d) any of the following countries and territories: Afghanistan, Belarus, Bosnia and Herzegovina, Burundi, Central African Republic, China (People's Republic of China), Cuba, Democratic Republic of the Congo, Eritrea, Ethiopia, Guinea, Guinea-Bissau, Haiti, Iran, Iraq, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, North Korea (Democratic People's Republic of Korea), Russia, Somalia, South Sudan, Sudan, Syria, Tunisia, Venezuela, Yemen, Zimbabwe, and the following regions: Abkhazia, Cambodia, Crimea (Ukraine), Donetsk (Ukraine), Luhansk (Ukraine), South Ossetia, Transnistria; as well as the UNITED STATES OF AMERICA AND ALL US TERRITORIES AND POSSESSIONS, THE EUROPEAN UNION AND ALL EU MEMBER STATES, the United Kingdom, Australia, Canada, Japan, and New Zealand.
• "Restricted Person" means any individual or legal entity that: (a) is a resident of, citizen of, located in, incorporated in, or has a registered office or principal place of business in any Restricted Jurisdiction; (b) is listed on, or is owned or controlled (directly or indirectly) by a person listed on, any sanctions list maintained by OFAC (including the Specially Designated Nationals and Blocked Persons List ("SDN List")), the EU Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, the UK OFSI Consolidated List of Financial Sanctions Targets, the UN Security Council Consolidated List, or any equivalent list maintained by any applicable governmental or regulatory authority; (c) is a Politically Exposed Person ("PEP") — meaning any natural person who is or has been entrusted with a prominent public function, including heads of state or government, senior politicians, senior government or judicial officials, senior executives of state-owned enterprises, or senior officials of political parties, as well as their immediate family members (spouse, children, parents, and siblings) and known close associates; or (d) is acting on behalf of, or for the benefit of, any person described in (a)–(c) above.
• "Third-Party SaaS Provider" means any third-party provider of software infrastructure, APIs, or related technical services used by the Foundation in connection with the Platform.
• "Third-Party Community Growth Partner" means any third-party entity engaged by or formally associated with the Foundation to operate referral, rewards, or community growth programs accessible through or in connection with the Platform.

3. Nature of the Platform — Important Disclosures

The Foundation provides only a technical front-end interface. The Foundation is not a virtual asset service provider ("VASP"), financial institution, licensed corporation, broker-dealer, money service operator, money transmitter, investment adviser, commodity trading adviser, or exchange of any kind in any jurisdiction. The Foundation does not hold, custody, or control any user funds or Digital Assets at any time.

You acknowledge and agree that:

• You are not our customer. All trading activity facilitated through the Platform occurs peer-to-peer between you and other market participants via third-party decentralized protocols and smart contracts not owned, operated, or controlled by the Foundation.
• No swaps, trades, or exchanges take place on Foundation infrastructure. All transactions are executed on third-party blockchain infrastructure and decentralized exchanges ("DEXs").
• The Foundation does not execute, broker, or process any transaction on your behalf, does not provide order routing, does not operate a matching engine, and does not hold any position in any Digital Asset.
• When you use the Platform to interact with third-party DEXs, protocols, launchpads, smart contracts, or other decentralized applications, you do so subject to the terms and conditions of those third parties, and the Foundation has no responsibility or liability for such interactions.

4. Eligibility

Access to and use of the Platform is strictly conditioned upon you meeting all of the following requirements at all times during your use of the Platform:

• You are at least 18 years of age, or the age of legal majority in your jurisdiction of residence, whichever is higher, and have full legal capacity to enter into a binding contract.
• You are not a Restricted Person (as defined in Section 2) and are not located in, resident of, or acting from within a Restricted Jurisdiction.
• You are not a Politically Exposed Person (PEP), and you are not an immediate family member or known close associate of a PEP.
• Your use of the Platform and all transactions you conduct comply with all applicable laws and regulations, including laws relating to anti-money laundering ("AML"), counter-terrorist financing ("CTF"), anti-bribery and anti-corruption, export controls, and applicable tax laws.
• All funds and Digital Assets you use on the Platform are derived exclusively from lawful sources and are not the proceeds of any criminal, fraudulent, or illegal activity.
• You are not subject to any legal prohibition or restriction that would make your access to or use of the Platform unlawful in any applicable jurisdiction.
• You will not impersonate any individual or entity, or use false identities or fraudulent documents in connection with your use of the Platform.
• You are accessing the Platform for your own account and not on behalf of or for the benefit of any Restricted Person.

By using the Platform, you represent, warrant, and covenant that you satisfy all of the above eligibility requirements at the time of each and every access to the Platform. You have an ongoing obligation to notify us immediately at legal@graphdex.io if you cease to satisfy any eligibility requirement at any time. Failure to provide such notification constitutes a material breach of these Terms and may result in immediate termination of your access.

5. Know Your Customer (KYC) and Anti-Money Laundering (AML)

At our sole discretion, or when required by applicable laws in any jurisdiction, we maintain the right to perform "Know Your Customer" and "Anti-Money Laundering" verifications on users of the Platform. Upon request, you agree to promptly provide any information and documentation that we, at our sole discretion, consider necessary or appropriate for conducting these verifications. Required documents may include, but are not limited to, passports, driver’s licenses, utility bills, photographs of associated individuals, government identification cards, or notarized statements.

Regardless of any provisions herein, we may, at our sole discretion, deny or suspend Platform access until requested information is furnished, or if available information suggests that you may be using the Platform in connection with money laundering, terrorism financing, fraud, sanctions evasion, or any other illegal activities. Additionally, we are entitled to employ all available measures to prevent money laundering, terrorism financing, and other illegal activities, including blocking your Platform access or sharing your information with relevant regulatory authorities.

6. Changes to These Terms

We may revise and update these Terms at any time in our sole discretion. Where we make changes that are material — meaning changes that significantly affect your rights, obligations, or the terms on which we provide the Platform — we will use reasonable efforts to provide advance notice by: (a) sending an email notification to the address associated with your account (where one exists); (b) displaying a prominent notice on the Platform or Website at least seven (7) days before the change takes effect; or (c) both. For non-material changes (such as typographical corrections or clarifications that do not alter the substance of any provision), we will update the Effective Date at the top of these Terms without separate notification.

All changes take effect on the date specified in the notice, or — if no date is specified — on the date they are posted on the Website. Your continued use of the Platform after any revised Terms have taken effect constitutes your binding acceptance of those revised Terms. If you do not agree to the revised Terms, you must immediately cease all use of the Platform.

No amendment to these Terms will apply retroactively to any arbitration proceeding that has been formally initiated prior to such amendment. It is your responsibility to review these Terms regularly to stay informed of any updates.

7. Changes to the Platform

We may update, modify, add to, discontinue, or suspend all or any part of the Platform at any time, for any reason, at our sole discretion and without prior notice. We are under no obligation to maintain any particular feature, functionality, content, or version of the Platform.

8. Platform Access and Account Security

We reserve the right to restrict, suspend, or withdraw access to the Platform at any time, for any reason, without notice and without liability. You are solely responsible for ensuring you have the technical means necessary to access the Platform.

Your use of the Platform requires you to create or connect a Trading Wallet. You acknowledge and agree that:

• The Foundation is not a custodian and does not at any time hold, access, control, or safeguard your Digital Assets, private keys, seed phrases, or any other credentials associated with your Trading Wallet.
• Your Trading Wallet and all Digital Assets held therein belong exclusively to you and are under your sole control and custody at all times.
• Your private keys and seed phrase are the only means of accessing, controlling, and recovering your Digital Assets. If you lose access to your private keys or seed phrase, you will permanently and irrecoverably lose access to your Digital Assets. The Foundation cannot recover, reset, or restore your private keys or seed phrase under any circumstances whatsoever.
• You are solely responsible for the secure storage, backup, and confidentiality of your private keys, seed phrase, and all other authentication credentials. You must never share these with any third party, including any person claiming to represent the Foundation or its support staff.
• Anyone who obtains access to your private keys or seed phrase can transfer, spend, or permanently deplete your Digital Assets without your consent, and the Foundation has no ability to prevent, reverse, or compensate for any resulting loss.

9. Use of the Platform

Your Trading Wallet is not created, operated, or provided by the Foundation. If you create a new Trading Wallet through the Platform, you do so by interfacing directly with a third-party wallet provider, and the Foundation acts only as a technical conduit for that process. Access to and use of any Trading Wallet is governed by the terms and conditions of the applicable third-party wallet provider.

Certain features of the Platform (including limit orders, copy trading, auto-investment, and sniping) may enable you to pre-authorize automated actions to be executed by your Trading Wallet. When you configure any such automated feature, you acknowledge and agree that:

• All automated activities carried out in accordance with your configuration have been expressly and voluntarily authorized by you, and the Foundation bears no responsibility for any such activities or their outcomes.
• Automated activities will continue to execute until you affirmatively terminate them through the Platform interface. The Foundation is not responsible for monitoring, pausing, or halting automated activities on your behalf.
• You, and not the Foundation, are solely responsible for all automated activities and all financial, tax, regulatory, and other consequences arising therefrom.
• You may revoke authorization for any automated feature at any time through the Platform interface, but you accept the risk that revocation may not take effect instantaneously due to blockchain latency, network congestion, or other technical factors beyond the Foundation's reasonable control.

You further acknowledge and agree that:

• No trades, swaps, or exchanges take place on Foundation infrastructure. All transactions are executed on third-party blockchain infrastructure by third-party protocols and smart contracts not controlled by the Foundation.
• Smart contract transactions executed on a public blockchain are irreversible once submitted. The Foundation has no ability to reverse, cancel, modify, or recall any transaction after it has been submitted to a blockchain network. You are solely and exclusively responsible for verifying the accuracy and completeness of all transaction details — including recipient addresses, token contract addresses, token amounts, and network parameters — before submission. Any error in transaction details, including without limitation an incorrectly entered recipient address, an incorrect token amount, a duplicate submission, or use of the wrong network or contract, is your sole responsibility, and the Foundation shall have no liability whatsoever for any resulting loss.
• The Foundation is not responsible for any failed, delayed, or erroneously executed transactions, or for any gas fees, network fees, or other costs incurred in connection with any transaction, including failed transactions.

10. Fees

The Foundation may charge fees for certain features of the Platform, including fees for limit orders, copy trading, sniping, auto-investment, deposits, withdrawals, and exchanges. All applicable Foundation fees will be clearly disclosed to you before you confirm any transaction. The Foundation reserves the right to change its fee schedule at any time upon notice posted on the Platform or Website.

In addition to Foundation fees, you may incur fees charged directly by third parties, including blockchain network transaction fees ("gas"), fees charged by third-party DEXs or protocols, and fees charged by any fiat on/off-ramp providers. The Foundation has no control over and makes no representations regarding third-party fees. All transaction fee estimates displayed on the Platform are indicative only and may differ from actual fees at the time of execution due to network conditions, slippage, and other factors beyond the Foundation's control.

11. Third-Party Service Provider Disclaimers

The Platform may use or incorporate Third-Party SaaS Providers for software infrastructure, APIs, data feeds, wallet connectivity, or related technical services. You acknowledge and agree that:

• No Third-Party SaaS Provider owns, operates, or is responsible for the Platform or any of its content.
• You are not a customer of any Third-Party SaaS Provider by reason of your use of the Platform, and you are not a third-party beneficiary of any agreement between the Foundation and any Third-Party SaaS Provider.
• No Third-Party SaaS Provider is a VASP, financial institution, licensed corporation, broker-dealer, money service operator, or financial services provider of any kind in any jurisdiction.
• Each Third-Party SaaS Provider expressly disclaims all liability to you for the quality, performance, security, availability, or accuracy of any services it provides to the Foundation, whether or not those services are made accessible to you through the Platform.

12. Referrals, Rewards, and Community Growth Programs

The Foundation may, from time to time, make available referral reward programs and trading reward programs, operated either directly by the Foundation or by a Third-Party Community Growth Partner. Where such programs are operated by a Third-Party Community Growth Partner, you acknowledge and agree that:

• All program terms, eligibility criteria, and reward amounts are determined solely by the Third-Party Community Growth Partner and may be changed, suspended, or terminated at any time without prior notice to you.
• The Foundation is not a party to any dispute between you and the Third-Party Community Growth Partner regarding rewards and has no liability in connection with any such dispute.
• Participation does not create any employment, partnership, agency, franchise, or joint venture relationship between you and the Foundation or between you and the Third-Party Community Growth Partner.
• Where no Third-Party Community Growth Partner is engaged at the relevant time, any rewards program is operated directly by the Foundation and governed by these Terms and any additional program-specific terms published on the Platform.
• You are solely responsible for all tax obligations arising from any rewards you receive, in any jurisdiction.

13. Intellectual Property Rights

The Platform and its entire contents, features, and functionality — including all information, software, source code, object code, text, displays, images, graphics, video, audio, and the design, selection, and arrangement thereof — are owned by GraphDex Limited, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws of Hong Kong and other applicable jurisdictions.

These Terms grant you a limited, revocable, non-exclusive, non-transferable, personal license to access and use the Platform solely for your own lawful, non-commercial purposes in strict accordance with these Terms. No other rights are granted, whether express or implied.

You must not: (a) reproduce, copy, distribute, publish, or create derivative works of any part of the Platform without prior written permission from the Foundation; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any part of the Platform; (c) remove or alter any copyright, trademark, or other proprietary notices; (d) use any part of the Platform for the benefit of any third party, including as part of a commercial service; or (e) use any automated means (including bots, scrapers, or crawlers) to access, monitor, or extract content from the Platform.

14. Trademarks

The name "GraphDex", "GraphDex Limited", our logos, and all related names, logos, product and service names, designs, and slogans are trademarks of GraphDex Limited or its affiliates or licensors. You must not use any such marks without the prior written permission of GraphDex Limited. All other names, logos, and marks appearing on the Platform are the property of their respective owners and may not be used without their permission.

15. Feedback

If you provide us with any feedback, suggestions, ideas, bug reports, or recommendations regarding the Platform ("Feedback"), you grant GraphDex Limited and the Foundation Parties a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, and transferable license to use, reproduce, modify, create derivative works of, distribute, publicly display, and otherwise exploit such Feedback for any purpose, without any obligation of confidentiality, attribution, or compensation to you. You represent and warrant that you have the right to provide such Feedback and that it does not infringe the rights of any third party.

16. Prohibited Uses

You may use the Platform only for lawful purposes and in strict accordance with these Terms. You agree that you will not, and will not permit or assist any third party to:

• Use the Platform if you are a Restricted Person, or if doing so would violate any applicable law, regulation, sanction, or court order in any jurisdiction;
• Circumvent, disable, bypass, or otherwise interfere with any access restriction, security measure, IP geolocation control, or authentication system of the Platform, including through the use of VPNs, proxies, Tor networks, or any other circumvention technology;
• Misrepresent your identity, location, or eligibility status in any way, including by providing false or misleading information in any KYC/AML verification process;
• Use the Platform for money laundering, terrorist financing, sanctions evasion, tax evasion, fraud, bribery, corruption, or any other illegal financial activity;
• Engage in market manipulation or market misconduct of any kind, including pump-and-dump schemes, wash trading, spoofing, layering, front-running, quote stuffing, or any other deceptive or manipulative trading practice, including any conduct prohibited under the Securities and Futures Ordinance (Cap. 571) of Hong Kong ("SFO") or equivalent securities or market misconduct legislation in any applicable jurisdiction, regardless of whether such conduct is prohibited by applicable law;
• Access, tamper with, probe, scan, or test the vulnerability of the Platform's systems, networks, servers, or infrastructure without the express prior written authorization of the Foundation;
• Introduce any viruses, malware, ransomware, trojan horses, worms, logic bombs, time bombs, or other malicious or harmful code or software into the Platform or its infrastructure;
• Use automated means (including bots, scrapers, spiders, or crawlers) to access, extract, monitor, copy, or interfere with the Platform without express written consent;
• Use the Platform or any data obtained from it to train, develop, test, or improve any artificial intelligence, machine learning, or large language model system without the express prior written consent of the Foundation;
• Export, re-export, transfer, or provide access to the Platform in violation of any applicable export control, sanctions, or technology transfer laws, including the Export Administration Regulations ("EAR") and International Traffic in Arms Regulations ("ITAR") of the United States, EU Dual-Use Regulation, and UK Export Control Order;
• Collect, harvest, mine, or process any personal data of other Platform users without their express and informed consent;
• Impersonate the Foundation, any Foundation employee or representative, any other user, or any other person or entity;
• Use the Platform to participate in any fundraising, token sale, initial exchange offering, or any similar activity for any business, protocol, or platform without the Foundation's express prior written consent; or
• Assist, facilitate, enable, or encourage any other person to engage in any of the foregoing.

The Foundation reserves the right, but is not obligated, to monitor use of the Platform and to investigate, report, and refer to relevant authorities any suspected violation of these Terms or applicable law. The Foundation may take any action it deems appropriate in its sole discretion, including suspending or terminating access, without prior notice and without liability.

17. Third-Party Materials and No Reliance

The Platform may display, link to, or make accessible content, data, services, protocols, networks, smart contracts, SDKs, price feeds, oracles, and other materials provided by third parties ("Third-Party Materials"). All Third-Party Materials are provided solely for informational or technical convenience purposes.

The Foundation does not endorse, verify, warrant, or assume any responsibility for the accuracy, completeness, reliability, security, or legality of any Third-Party Materials. All pricing, rate, and liquidity information displayed on the Platform is indicative only, is not guaranteed, and may differ materially from actual execution outcomes due to market conditions, blockchain latency, slippage, and other factors.

18. No Financial, Investment, or Professional Advice

Nothing on the Platform constitutes or should be construed as financial advice, investment advice, trading advice, legal advice, tax advice, or any other form of professional advice. GraphDex Limited is not registered as a financial adviser, investment manager, securities dealer, licensed corporation, commodity trading adviser, or any other category of regulated financial services provider in any jurisdiction, including Hong Kong.

All information available through the Platform is provided for general informational and technical purposes only. You should not make any financial, investment, legal, or tax decision based solely or substantially on information obtained from or through the Platform. Before making any such decision, you should seek independent advice from a suitably qualified and licensed professional adviser in the relevant field.

19. Assumption of Risks

By using the Platform, you expressly acknowledge, understand, and assume all risks associated with Digital Assets and blockchain technology, including without limitation:

• Extreme price volatility and the potential for total and permanent loss of value of any Digital Asset;
• Permanent and irrecoverable loss of Digital Assets due to loss of, or failure to secure, private keys, seed phrases, or other authentication credentials;
• Smart contract bugs, vulnerabilities, exploits, reentrancy attacks, oracle manipulation, or design flaws that may result in loss, theft, or permanent lock-up of Digital Assets;
• Blockchain network congestion, hard forks, soft forks, protocol upgrades, validator failures, or network outages that may delay, prevent, reverse, or void transactions;
• Hacking, phishing, social engineering, SIM-swapping, clipboard hijacking, or other malicious attacks targeting your account, device, Trading Wallet, or Digital Assets;
• Regulatory changes, government intervention, licensing requirements, or new laws that may adversely affect the value, legality, or availability of Digital Assets in your jurisdiction;
• Adverse, uncertain, or retroactive tax treatment of Digital Asset transactions and holdings in your jurisdiction;
• Illiquidity risk, including the inability to sell or exchange Digital Assets at a desired price, or at all, due to thin markets or regulatory restrictions;
• Risks of interacting with unaudited, experimental, or maliciously designed decentralized protocols that operate autonomously and cannot be stopped or reversed once deployed; and
• Any other risks arising from the nascent, evolving, and speculative nature of blockchain technology, decentralized finance, and Digital Assets.

Digital Assets are not legal tender, are not backed by any government or central bank, are not insured by any governmental deposit protection scheme (including the Hong Kong Deposit Protection Scheme), and may have little or no intrinsic value.

20. Taxes

You are solely and exclusively responsible for determining, calculating, reporting, and paying all taxes applicable to your use of the Platform and your transactions in Digital Assets in any jurisdiction, including without limitation income tax, capital gains tax, profits tax (including Hong Kong Profits Tax), value-added tax, goods and services tax, stamp duty, withholding tax, and any other tax, levy, or duty imposed by any governmental authority.

GraphDex Limited does not provide tax advice and does not withhold, collect, or remit taxes on your behalf. Any obligation on the Foundation's part to report information to tax authorities shall be governed exclusively by applicable law.

21. Personal Data and Privacy

The collection, use, storage, transfer, and protection of your personal data by GraphDex Limited is governed by our Privacy Policy, available at https://graphdex.io/privacy (the "Privacy Policy"). The Privacy Policy is incorporated into these Terms by this reference and forms part of the agreement between you and the Foundation. By accessing or using the Platform, you confirm that you have read and understood the Privacy Policy and you consent to the processing of your personal data as described therein.

GraphDex Limited processes personal data in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) of Hong Kong ("PDPO"), including the six Data Protection Principles ("DPPs") thereunder. In summary: (a) personal data is collected only for lawful and specified purposes directly related to the Foundation's activities; (b) data is not kept longer than necessary; (c) data is used only for the purposes for which it was collected or directly related purposes; (d) reasonable steps are taken to ensure data accuracy; (e) security measures are implemented to protect against unauthorized access; and (f) users are informed of their rights under the PDPO.

As a data subject under the PDPO, you have the right to request access to and correction of personal data held by the Foundation. To exercise these rights, please submit a written request to privacy@graphdex.io. The Foundation will respond within the timeframe required by applicable law.

You acknowledge that the Foundation may be required by applicable law, regulatory instruction, or court order to collect, retain, and disclose personal data, transaction records, and other information to governmental authorities, regulatory bodies, financial intelligence units, and law enforcement agencies — including without notice to you where required by law (including the tipping-off prohibition under AMLO s.25A).

22. Disclaimer of Warranties and Limitation of Liability

22.1 Non-Excludable Liability

Nothing in these Terms excludes, restricts, or limits the Foundation's liability for: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct or gross negligence; (c) death or personal injury caused by the Foundation's negligence; or (d) any other liability that cannot lawfully be excluded or limited under the laws of Hong Kong or any other applicable jurisdiction. All exclusions and limitations in this Section 22 are subject to this Section 22.1 and apply only to the fullest extent permitted by applicable law.

22.2 Disclaimer of Warranties

22.3 Exclusion of Consequential Damages

22.4 Aggregate Liability Cap

22.5 Jurisdictional Savings

Some jurisdictions do not permit the exclusion of implied warranties or the limitation or exclusion of liability for incidental, consequential, or other categories of damages. If you are located in such a jurisdiction, some or all of the exclusions and limitations set out in this Section 22 may not apply to you. In such cases, the exclusions and limitations apply to the fullest extent permitted by the laws of your jurisdiction. Nothing in these Terms is intended to affect any statutory rights you may have that cannot be waived or limited by contract.

22.6 Essential Basis

The parties acknowledge that the limitations and exclusions of liability set out in this Section 22 reflect a reasonable and fair allocation of risk, form an essential basis of the bargain between the parties, and will apply notwithstanding any failure of any limited remedy to achieve its essential purpose.

23. Indemnification

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Foundation Parties from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, judgments, awards, settlements, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with:

• Your access to or use of the Platform in any manner;
• Any breach of these Terms by you or any person using the Platform under your account or credentials;
• Your violation of any applicable law, regulation, order, or third-party right, including any intellectual property right, privacy right, export control law, or AML/CTF regulation;
• Any transaction you execute, authorize, fail to execute, or cause to be executed through the Platform;
• Any Feedback or content you submit to the Foundation; or
• Any claim, demand, inquiry, or enforcement action by any governmental authority arising from or in connection with your use of the Platform.

The Foundation reserves the right, at its sole discretion and its own expense, to assume exclusive control of the defense of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate fully with the Foundation and its chosen legal counsel in the defense of such matter and to take no action that may prejudice the Foundation's defense.

24. Force Majeure

Neither party shall be in breach of these Terms or liable for any failure or delay in performance of any obligation under these Terms (other than a payment obligation that has already accrued and fallen due) to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including without limitation: acts of God; natural disasters (including earthquakes, tsunamis, floods, storms, hurricanes, volcanic eruptions, and wildfires); epidemic, pandemic, or public health emergency; war, armed conflict, invasion, or acts of terrorism; civil unrest, riots, insurrection, or revolution; governmental actions, orders, sanctions, embargoes, or regulatory interventions; judicial or arbitral injunctions or orders; strikes, lockouts, or other industrial action; failure of public utilities or telecommunications infrastructure; denial-of-service attacks, ransomware attacks, or other cyberattacks on the Foundation's or third-party infrastructure; failure or material disruption of blockchain networks, consensus mechanisms, or third-party infrastructure beyond the Foundation's control; or any other event that is unforeseeable and outside the reasonable control of the affected party.

The Foundation shall: (a) notify you of any Force Majeure Event affecting its ability to perform material obligations under these Terms as soon as reasonably practicable; (b) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (c) resume performance as soon as reasonably practicable following the cessation of the Force Majeure Event.

25. Governing Law and Jurisdiction

These Terms, and all disputes, controversies, differences, and claims arising out of or in connection with them — including disputes concerning their existence, validity, interpretation, performance, breach, or termination, and any non-contractual obligations arising therefrom — shall be governed by and construed exclusively in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict of laws principles.

Subject to Section 26 below, any legal action, suit, or proceeding not subject to arbitration under Section 26 shall be brought exclusively before the courts of the Hong Kong Special Administrative Region. You hereby irrevocably submit to the exclusive personal jurisdiction of the Hong Kong courts and unconditionally waive any objection to the venue or jurisdiction of those courts, including any objection on the grounds of inconvenient forum.

26. Dispute Resolution by Binding Arbitration

26.1 Agreement to Arbitrate

Any dispute, controversy, difference, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, interpretation, performance, breach, or termination, or any non-contractual obligation arising therefrom (each, a "Dispute"), shall be referred to and finally resolved by binding arbitration administered in accordance with this Section 26, subject to Section 26.7. This agreement to arbitrate is intended to be broadly construed.

26.2 Arbitral Institution and Rules

Arbitration shall be administered by the Hong Kong International Arbitration Centre ("HKIAC") in accordance with the HKIAC Administered Arbitration Rules ("HKIAC Rules") in force at the time the Notice of Arbitration is filed, applying Hong Kong law. The seat of arbitration shall be Hong Kong, and proceedings shall be conducted in English. In the event that HKIAC declines or is unable to administer the arbitration for any reason, the arbitration shall be administered by the American Arbitration Association-International Centre for Dispute Resolution ("AAA-ICDR") pursuant to its Consumer Arbitration Rules, Commercial Arbitration Rules, and/or Mass Arbitration Supplementary Rules (as applicable to the nature and scale of the Dispute).

26.3 Arbitration Costs for Small Claims

For any Dispute in which the amount claimed by you does not exceed HK$50,000, the Foundation will pay all HKIAC or AAA-ICDR administrative fees and arbitrator fees, provided that the arbitrator does not determine that your claim was frivolous or brought in bad faith. For Disputes exceeding HK$50,000, fees shall be allocated in accordance with the applicable arbitral rules.

26.4 Delegation of Arbitrability

The authority to determine whether any Dispute is subject to arbitration under this Agreement — including threshold questions of arbitrability, scope, and enforceability of this Section 26 — is delegated exclusively to the arbitrator and not to any court, except as expressly provided in Section 26.7.

26.5 Mass Arbitration

If 25 or more substantially similar arbitration demands asserting substantially similar claims are filed against the Foundation by the same law firm, a coordinated group of law firms, or a coordinated group of claimants within any 180-day period, such demands shall not be administered individually under HKIAC Rules and shall instead be administered by the AAA-ICDR pursuant to its Mass Arbitration Supplementary Rules. Under these procedures, the AAA-ICDR shall: (a) group the claims into batches of no more than 50 demands per batch; and (b) treat each batch as a single consolidated proceeding with one set of filing and administrative fees and one arbitrator appointed per batch. You agree to cooperate in good faith with the AAA-ICDR and the Foundation to implement these mass arbitration procedures.

26.6 Informal Dispute Resolution — Mandatory Condition Precedent

Before filing any arbitration demand, the party initiating the Dispute must first provide written notice to the other party identifying: (a) the parties involved; (b) a description of the nature and basis of the Dispute; and (c) the specific relief sought, including the amount claimed if applicable (a "Dispute Notice"). Dispute Notices to the Foundation must be sent by email to legal@graphdex.io with the subject line "DISPUTE NOTICE — [YOUR NAME]". If the Dispute is not resolved by good-faith negotiation within sixty (60) calendar days of the date the Dispute Notice is delivered (or such longer period as the parties may agree in writing), either party may then file a Notice of Arbitration.

26.7 Exceptions to Arbitration

Notwithstanding Section 26.1, either party may seek relief from a court of competent jurisdiction (without first satisfying the informal dispute resolution procedure in Section 26.6) for: (a) emergency injunctive or other interim equitable relief pending arbitration, to prevent irreparable harm; (b) claims for infringement or misappropriation of intellectual property rights; (c) claims that may be brought in the Small Claims Tribunal of Hong Kong or equivalent small claims court in any other jurisdiction where the amount in dispute falls within that court's jurisdictional threshold; and (d) any claim that applicable law expressly prohibits from being submitted to arbitration. The decision of any court on a matter described in (a) or (b) shall not prejudice the right or obligation of either party to submit the underlying Dispute to arbitration.

26.8 Confidentiality of Proceedings

All arbitration proceedings — including the existence of the Dispute, all submissions, hearings, evidence, expert reports, settlement discussions, awards, and outcomes — shall be kept strictly confidential by both parties, their legal representatives, witnesses, experts, and all other participants, except to the extent required by applicable law, court order, or as necessary to enforce an arbitration award in a court of competent jurisdiction.

26.9 Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice to legal@graphdex.io with the subject line "ARBITRATION OPT-OUT" within thirty (30) days of: (a) your first use of the Platform; or (b) the effective date of these Terms (or any revised version containing this arbitration agreement) — whichever is later. Your opt-out notice must include your full legal name and the email address associated with your account. If you do not provide a valid opt-out notice within this 30-day period, you will be irrevocably bound by this arbitration agreement. Opting out of arbitration does not affect any other provision of these Terms, including the class action waiver in Section 27.

27. Class Action Waiver and Waiver of Jury Trial

28. Termination and Suspension

The Foundation reserves the right to suspend, restrict, or permanently terminate your access to the Platform, with or without prior notice, at any time and for any reason, including but not limited to:

• Breach or reasonably suspected breach of any provision of these Terms;
• Your status as, or reasonably suspected status as, a Restricted Person, or your presence in or connection to a Restricted Jurisdiction;
• Failure to provide requested KYC/AML Verification Documents within the time specified;
• Reasonable suspicion of involvement in money laundering, terrorist financing, fraud, market manipulation, sanctions evasion, bribery, or any other illegal activity;
• Instruction from any governmental authority, regulatory body, law enforcement agency, court, or financial intelligence unit;
• Protection of the security, integrity, reputation, or regulatory standing of the Foundation or the Platform; or
• Any other reason at the Foundation's sole and absolute discretion.

Upon termination: (a) your license to access and use the Platform immediately and irrevocably ceases; (b) you will no longer have access to your account or any account data; (c) all outstanding obligations you owe to the Foundation remain enforceable; and (d) the Foundation may retain your data for as long as required by applicable law or for legitimate business purposes including fraud prevention, regulatory compliance, dispute resolution, and record-keeping obligations under the AMLO.

Because your Trading Wallet is non-custodial, termination of your Platform account does not affect your ability to access your Digital Assets directly using your private keys through a compatible third-party wallet application.

29. External Links

The Platform may contain links to third-party websites, protocols, applications, or resources for your convenience. GraphDex Limited has no control over such third-party sites or resources and makes no representations or warranties regarding their content, accuracy, security, or availability. You may also link to the Platform's homepage or WebApp provided that you do so fairly, legally, and in a way that does not misrepresent any association with or endorsement by the Foundation.

30. Export Controls and Trade Compliance

You agree to comply with all applicable export control, import control, and trade sanction laws and regulations in connection with your access to and use of the Platform, including without limitation: the Export Administration Regulations ("EAR", 15 C.F.R. Parts 730–774) and the International Traffic in Arms Regulations ("ITAR", 22 C.F.R. Parts 120–130) of the United States; the EU Dual-Use Regulation (Regulation (EU) 2021/821); the UK Export Control Order 2008; and all applicable sanctions administered by OFAC, OFSI, and the United Nations Security Council. You represent and warrant that you are not subject to any export restriction, denial order, entity list designation, or debarment that would prohibit or restrict your use of the Platform or any technology accessible through it.

31. Death or Legal Incapacity

Because Trading Wallets are non-custodial, GraphDex Limited has no ability to access, recover, transfer, or grant control over any Digital Assets held in your Trading Wallet. In the event of your death, legal incapacity, or insolvency, the Foundation will not automatically transfer control of your Platform account or Trading Wallet to any third party. Legal representatives, executors, administrators, or other authorized persons may contact the Foundation at legal@graphdex.io to request access to account information only; any such request will be assessed by the Foundation in accordance with its internal procedures and applicable law, and the Foundation makes no guarantee as to the outcome of any such request. You are strongly encouraged to make your own arrangements for the secure transfer of your private keys and seed phrase to a trusted person in the event of death or incapacity.

32. Assignment

GraphDex Limited may assign, transfer, novate, or sub-contract any or all of its rights and obligations under these Terms to any affiliate, successor entity, or third party — including in connection with a merger, acquisition, corporate reorganization, change of control, or sale of all or substantially all of the Foundation's assets — without your prior consent and without prior notice to you. These Terms shall be binding upon and inure to the benefit of any such successor or permitted assignee.

You may not assign, transfer, novate, or delegate any of your rights or obligations under these Terms to any third party, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of GraphDex Limited. Any purported assignment in violation of this Section is null, void, and of no legal effect.

33. Miscellaneous

33.1 Entire Agreement

These Terms (together with the Privacy Policy at https://graphdex.io/privacy and any other documents expressly incorporated by reference herein) constitute the entire agreement between you and GraphDex Limited with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties between the parties, whether written or oral, relating to the Platform.

33.2 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in whole or in part, that provision shall be: (a) modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties; or (b) if modification is not possible, severed from these Terms without affecting the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

33.3 Waiver

No failure or delay by GraphDex Limited in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof. No single or partial exercise of any right, power, or remedy shall preclude any further or other exercise of that or any other right, power, or remedy. A waiver is only effective if given in writing and signed by an authorised representative of GraphDex Limited.

33.4 Third-Party Beneficiaries

Except as expressly provided in Section 11 (with respect to Third-Party SaaS Providers) and Section 12 (with respect to the Third-Party Community Growth Partner), these Terms are entered into solely for the benefit of you and GraphDex Limited and do not create any rights in, or obligations to, any third party.

33.5 No Partnership or Agency

Nothing in these Terms creates, and these Terms shall not be construed as creating, any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and GraphDex Limited. You have no authority to bind GraphDex Limited in any way, and GraphDex Limited has no fiduciary duty to you.

33.6 Notices

All legal notices, dispute notices, opt-out notices, KYC/AML requests, and formal communications to the Foundation must be sent by email to legal@graphdex.io. For the avoidance of doubt: (a) dispute notices must include the subject line "DISPUTE NOTICE — [YOUR NAME]"; (b) arbitration opt-out notices must include the subject line "ARBITRATION OPT-OUT"; and (c) both types of notice must include your full legal name and the email address registered to your account. The Foundation will acknowledge receipt of all formal notices. The Foundation may provide notices to you by email to the address associated with your account, by posting a notice on the Platform, or by any other means reasonably calculated to bring the notice to your attention. Notices are effective on the date of transmission (for email) or the date of posting (for Platform notices).

33.7 Language

These Terms are prepared and executed in the English language. In the event of any inconsistency between the English text and any translation of these Terms into any other language, the English text shall prevail in all respects.

33.8 No Waiver of Regulatory Compliance

Nothing in these Terms shall be construed as authorizing, permitting, or encouraging any activity that is prohibited by applicable law or regulation, including Hong Kong law. GraphDex Limited reserves the right to take any and all actions necessary to ensure compliance with applicable laws and regulations, and nothing in these Terms limits that right.

34. Contact Information

GraphDex Limited

[Registered Address], Hong Kong

Company Registration No.: [INSERT UPON INCORPORATION]

General enquiries and technical support:

Email: support@graphdex.io

Legal notices, KYC/AML requests, formal dispute notices, and arbitration communications:

Email: legal@graphdex.io

Data subject access requests, privacy enquiries, and PDPO-related matters:

Email: privacy@graphdex.io