Hello, and welcome to Galxe! These Terms of Use (“Terms”) describe your rights and obligations when using the Services (defined below) offered by us or our affiliates.

Please note that these Terms of use contain Indemnification, Governing Law, Dispute Resolution, Assumption of Risk and Disclaimer of Warranties and Limitation of Liability Sections that affect your rights, including your ability to bring legal claims against us. Please read these Terms, our Privacy Policy and any other terms referenced in this document carefully. If you do not agree to be bound by these Terms, you are not permitted to use our Services.

For Galxe Passport Terms of Use and Privacy Policy, please go here and here, respectively.

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1. Introduction

Galxe provides a technological platform that empowers brands to build better communities and products in Web3, and is operated by Star Frameworks Labs Pte Ltd., d/b/a Galxe (“Galxe”, “we”, “us”, “our”). These Terms govern your access to and use of the Galxe website at https://www.galxe.com (“Website”), our corresponding mobile application (“App”) and any other related and connected platforms or services (collectively, the “Services”). By accessing the Services, you agree that you have read, understand, and accept all of the terms and conditions contained in these Terms, including Section 13 (“Dispute Resolution”), as well as the Privacy Policy.

GALXE IS A TECHNOLOGICAL PLATFORM ONLY. WE ARE NOT A BROKER, FINANCIAL INSTITUTION, CREDITOR, BORROWER, AGENT, OR PROVIDE ANY FINANCIAL SERVICES, PRODUCTS OR ADVICE. GALXE IS OFFERED SOLELY AS AN ADMINISTRATIVE PLATFORM. ALL PROGRAMS ARE OFFERED BY THEIR RESPECTIVE ISSUERS ONLY.

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2. Using Our Services

Important disclaimers. Galxe is not intended as, and does not provide, any investment or financial advice whatsoever. As with any financial or investment decisions, you should conduct your own research and due diligence investigation, to properly evaluate the benefits and risks of any investment or financial transaction. You should also seek the advice and guidance of qualified accountants, financial advisors, tax advisors, legal counsels and investment advisors, in connection with any investment or financial transaction.

Eligibility. To be eligible to use the Services you must be at least 18 years old or of the legal age in the jurisdiction you reside in at the time of using the Services. If you are below the legal age in your jurisdiction, you are prohibited from using the Services.

Updates to Terms of Use. Your use of the Services is subject to your agreement to these Terms, which may be updated by us at any time with or without notice to you. The Effective Date of the most up to date Terms will be provided at the top of each version of these Terms, respectively. Any such updates will be effective upon our publishing such updated Terms. If you do not agree with these Terms, you may not use the Services. If you continue to use the Services following the date of release of an updated set of Terms, you agree to be bound by such updated Terms.

Service Users. By using any of our Services you are a service user (“Service User”). By becoming a Service User, you agree: (a) to provide accurate, current and complete information about yourself; (b) to maintain and promptly update from time to time as necessary your information; (c) to immediately notify us if you discover or otherwise suspect any security breaches related to the Services; (d) that you are fully responsible for all activity on the Services that occurs under your email and password combination, and (e) to comply with all applicable laws in connection with your use of the Services. We may, at any time in our sole discretion, refuse to allow you to become a Service User, or limit the number of User Accounts or Digital Wallets (as defined below) that you may associate with the Services, or suspend or terminate any Service User or User Account, including access to our Services.

You also agree that you will not:

• Use the Services under a different wallet address, email address or other identifier if we’ve disabled access for you under a different wallet address, email address or other identifier, unless you have our written permission first;
• Buy, sell, rent or lease access to your Digital Wallet (as defined below) to any third party, unless you have our written permission first; or
• Use or access the Services through any unauthorized third party application(s) or client(s), or to disclose or share your User Account information such as your email password, private keys or other sensitive information with any other person.

User Accounts. In order to access certain functions, Service Users may need to connect their Digital Wallet (as defined below). When a Service User connects a Digital Wallet, they create a user account (“User Account”) with Galxe. In order to create a User Account, you may be required to provide additional information, such as your name, email address, username, wallet address, and other information as required by Galxe.

Account Communication. By becoming a Service User, you consent to receive electronic communications from Galxe (e.g., via email, push notification, or by posting notices to the Services, etc.). These communications may include notices about your use of the Services (e.g., email changes and/or other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy.

Account Verification and Additional Information. Galxe may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering, sanctions, embargoes, counteracting the financing of terrorism, and other applicable laws. Galxe may also require you to provide additional information and/or documents in cases where it has reason to believe that:

• Your use of the Services is related to money laundering or any other illegal or illicit activity;
• You have concealed or reported false identification information and/or other details;
• Your activities in connection with the Services violated applicable laws;
• Such information and/or documents are required to protect the rights of Galxe or those of third parties; or
• Transactions effected via your User Account were effected in breach of these Terms.

In such cases, Galxe, in its sole discretion, may pause or cancel your access to any or all Services until such additional information and/or documents are reviewed by us and accepted as satisfying the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Galxe, in its sole discretion, may refuse to provide the Services to you.

Unless otherwise noted in writing, by submitting personal data through our Site or Services, you agree to the terms of the Privacy Policy and you expressly consent to the collection, use and/or disclosure of your personal data in accordance with the Privacy Policy.

Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that: (a) you are not located in a country that is subject to sanctions or embargos by the United States, United Kingdom, European Union or United Nations; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor where our Services are accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses and unique device identifiers or to any user who we believe is in breach of these Terms.

Developer Account. If you are using the Services to create a content space, curate user credentials, deploy NFTs, or create user campaigns, you must first apply for a developer account with us (“Developer Account” and each such user, a “Developer”). In order to create a Developer Account you must be of the legal age in the jurisdiction you reside in at the time of using the Services, connect a Digital Wallet, agree to any applicable Developer Account terms and conditions, and take other actions as we may require from time to time.

Galxe OAT. Galxe OAT (on-chain achievement tokens) aims to be a light-weight solution for event organizers and community managers to utilize Galxe’s NFT infrastructure and on-chain credential data network to build and distribute NFT badge campaigns easily and reward their community members. To put it simple, Galxe OATs are a digital record of all your life’s achievements.

Galxe Compass. From time to time, Galxe Compass collects, based on publicly available third party sources, information (and associated links) regarding current and future airdrops, bounties, rewards and other programs offered by third parties (each such program, a “Third Party Program(s)”).  All information provided regarding the Third Party Programs, including the cost, yield, amount of rewards, etc., is based on publicly available information published by their respective third party providers, is provided to you for informational purposes only and cannot be classified or construed as any type of financial, investment or other advice. The ranking or order in which Third Party Programs are displayed is determined by Galxe in its sole discretion and can change from time to time. Unless explicitly disclosed by Galxe, Galxe is not involved in creating, determining, sponsoring, promoting, partnering with, endorsing or otherwise recommending any such Third Party Programs, and does not have the ability to control, direct, modify or otherwise affect the Third Party Programs in any way. Galxe does not verify, screen, vet, or categorize the Third Party Programs listed in any way, and does not guarantee the security, returns, rewards, success or other parameters associated with your participation in such Third Party Programs. You are solely responsible for reviewing, deciding and interpreting whether and to what extent you wish to participate in any such programs. Notwithstanding the foregoing, Galxe reserves the right to remove or delete a Third Party Program at any time, with or without notice for any reason and without liability, in its sole discretion. The inclusion, removal, and/or exclusion of a Third Party Program does not constitute any advice or endorsement of such.

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3. GAL Token

Galxe aims to build a permissionless, open, and collaborative credential data network. To this end, Galxe has adopted the GAL token as an essential component to its ecosystem and infrastructures to functions as the ecosystem’s governance token, to incentivizes user participation, and to serve as the primary payment token of the Galxe ecosystem. Here are the utilities of GAL:

• Governance: GAL can be used for voting & governance in the Galxe Decentralized Autonomous Organization (“DAO”). GAL token holders shall have the ability to determine various governance parameters, such as controlling the amount of the platform fee collected by the protocol, and determining the appropriate use of funds held by the Galxe Community Treasury.
• Paying for Application Module Fee: Developers who aim to utilize Galxe’s credential data through Application Modules will be subject to a platform fee (“Platform Fee”) which is payable in GAL.
• Paying for Galxe Oracle Engine and Galxe Credential API: Developers pay GAL to query user credential data through the Galxe Oracle Engine and Galxe Credential API. Currently all query fees are waived during beta testing.
• Curating Digital Credentials: Curators can utilize the GAL token to signal a credential data set’s value. Each credential data set will include a revenue stream that will be split between credential stake holders pro-rata.
• Galxe Earn: GAL tokens can be staked by users to unlock additional features, functionalities and rewards on the platform. Users remain responsible for any associated gas or service fees associated with the Galxe Earn program.

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4. Digital Wallet

Digital Wallet. As part of the Services, you are able to connect your “digital asset wallet” (“Digital Wallet”) to your account. You may be required to provide us additional information to connect your Digital Wallet, such as an email address and password. We do not offer our own digital asset wallet and any Digital Wallet that you connect to your User Account is subject to the Terms and Conditions of that service provider (if applicable) and we have do not have any access to, or control over, your connected Digital Wallet.

GALXE DOES NOT CREATE, GENERATE, STORE OR TRANSACT WITH ANY WALLETS. THE CREATION, GENERATION, STORAGE AND TRANSACTING IN DIGITAL WALLETS ARE SOLELY YOUR RESPONSIBILITY. GALXE WILL NEVER ASK YOU FOR, NOR WILL IT EVER RECEIVE A COPY OF, YOUR PRIVATE KEYS. IT IS SOLELY YOUR RESPONSIBILITY TO ENSURE THAT THE DIGITAL WALLET YOU USE IN CONNECTION WITH YOUR ACCOUNT IS SAFE, SECURE AND AUTHORIZED.

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5. User Conduct

Prohibited Uses. You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive, and Galxe reserves the right to update or amend such list in its sole discretion at any time, with or without notice to you. These Prohibited Uses are in addition to the Community Guidelines (discussed below). If you are uncertain as to whether or not your use of the Services involves a Prohibited Use or have questions about how these requirements apply to you, please contact us at support@galxe.com. By becoming a Service User, you agree that you will not use the Services to do or undertake any of the following, as determined by Galxe in its sole discretion:

• Abusive Activity: Actions which: (i) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) transmit or upload any material to the Services that contains viruses, trojan horses, worms or any other harmful or deleterious programs; (iii) attempt to gain unauthorized access to the Services, other Digital Wallets not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (iv) use the account of any third party to access or use the Services, except in the case of applications which are specifically authorized by a third party to access such third party’s Digital Wallet and information; or (v) transfer your access or rights to use the Services to a third party, unless by operation of law or with the express permission of Galxe.
• Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance or regulation, sanctions programs administered in any of the countries where Galxe conducts business, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity.
• Abuse Other Users: Interfere with another individual’s access to or use of the Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; or harvest or otherwise collect information from the Services about others, including without limitation email addresses and/or public or private Digital Wallet keys, without proper consent.
• Fraud: Activity which operates to defraud Galxe, any Galxe user(s) or any other person, or provide any false, inaccurate or misleading information to Galxe.
• Copyright violations: Activity which intentionally infringes upon another’s copyright, or other intellectual rights, protections, including unauthorized copying or performing of copyrighted works available on the Services.
• Misleading statements on investments: Activity that promotes, markets, or in any other way communicates the message of, NFTs on Galxe being an investment, such as making statements regarding the expectation that the monetary value of NFTs will increase in time.

Your legal obligations. It is possible that your use of the Services may result in certain reporting, tax or other legal obligations on your part. For example, certain jurisdictions require their residents to report international money or cryptocurrency transfers that exceed certain amounts. You agree and understand that we do not provide legal, tax, or investment advice. You agree to seek your own advice as necessary, and to comply with any legal obligations you may have in connection with your use of our Services.

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6. Subscriptions

Certain Services (the “Premium Services”) require payment of a fee for use of such Premium Service and you agree to pay such fees if you wish to utilize any such Premium Service. The Company may add new Services for additional fees and charge and/or add or amend fees and charges for existing Services, including Premium Services, at any time in our sole discretion.  Any change to the pricing and payment terms shall become effective immediately, unless we state otherwise.  When you purchase a subscription for the Services (“Subscription”), you expressly authorize us to charge you for such Subscription.  Payment may be made in USDT, USDC or other forms of digital assets that we may accept from time to time.  The applicable United States dollar equivalent of digital assets shall be determined by us in our sole discretion.

If you purchase a Subscription, you will be charged the Subscription fee, plus any applicable taxes and other charges (collectively, the “Subscription Fee”), at the beginning of your Subscription.  At the end of the subscription period (“Subscription Period”), you may lose access to the Premium Services unless you renew your Subscription at the then-current Subscription Fee.  Your Subscription continues for the Subscription Period until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.

You may cancel your Subscription at any time; however, there are no refunds for cancellation. In the event that we suspend or terminate your Subscription, you understand and agree that you shall receive no refund or exchange for any unused time on a Subscription, any license or Subscription Fees for any portion of the Services, any content or data associated with your Subscription, or for anything else.

We or certain third-party service providers may offer free trials to a particular Service.

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7. Non-Fungible Tokens

NFT Acquisition. Users may have the ability to obtain one or more non-fungible tokens (“NFT”) on the Services. An NFT is a record on the distributed public ledger known as the blockchain. Our Service permits users with a User Account to mint NFTs . Users can then offer those NFTs minted on our Service for sale, distribution, as rewards or other forms of incentives to other users. You are solely responsible for conducting research on an NFT, as well as understanding the seller’s terms and conditions of the potential purchase or sale of the NFT (the “Purchase Terms”), prior to purchase or sale. We do not endorse any NFT or make any claims regarding, authenticity, ownership, uniqueness, intellectual property, licenses, scarcity, rarity, value, functionality and/or other attributes or rights thereto. In order to acquire a NFT on our Services, you will need to have a User Account. To complete your transaction and acquire the NFT, you will need to have the required amount of tokens and any applicable gas or transaction fees in your Digital Wallet. When you complete the transaction, it will be recorded on the blockchain and the NFT will be transferred to your Digital Wallet (“NFT Transaction”). Galxe does not claim ownership to any content accessible through the Services and does not endorse any Developer. Galxe operates as a platform connecting users and Developers by minting NFTs for Developers and allowing users to purchase the NFTs. Developers decide the attributes of the NFTs you purchase. Users acknowledge and agree that the NFTs minted and purchased on Galxe are not intended for the purpose of investment or speculation. Users who hold NFTs that are minted and/or purchased on Galxe do not and are not entitled to receive any income or monetary payouts in any form by virtue of their ownership of the NFT.

Galxe Fee. Each NFT Transaction is conducted using digital assets in your Digital Wallet. When a Developer lists its NFTs for the initial sale of the Services (“Initial Offering”), the Developer will set the price in digital assets for the NFT Content (as defined below). A fee of 8% of the revenue from the Initial Offering is deducted from the Initial Offering revenues and transferred to Galxe.

Gas Fees. Creating, buying, selling or transferring NFTs may be subject to fees, commissions, royalties and other charges (“Fees”) established from time to time in the sole discretion of Galxe, Developer, and/or participants in the blockchain ecosystem, including an Artist Royalty Fee (as defined below). On the date of initial publication of these Terms, Fees include service fees established by and payable to Galxe and “gas” (fees paid to miners through users’ Digital Wallet as consideration for mining the NFT Transactions). Service fees may be adjusted from time to time in the sole discretion of Galxe.

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8. TERMS APPLICABLE TO DEVELOPERS

If you are using the Services as a Developer to mint or sell NFTs, you agree to the following additional terms and conditions:

• in each sale by other sellers following the Initial Offering, you may receive the percentage of revenue with respect to each such sale set forth in the applicable field of the NFT at the time of creation (“Artist Royalty Fee”).
• NFT Content. As between us and you, you shall continue to exclusively own all right, title and interest in and to the digital art embodied in the NFTs and any name, likeness, image, signature, voice and other identifiable characteristics included in the digital art embodied in the NFTs, creative assets you provide to us, and your name, logos and trademarks, and all intellectual property rights in the foregoing (collectively, the “NFT Content”). Notwithstanding the foregoing, you grant to us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, license, with the right to sublicense through multiple tiers, to use NFT Content for the purpose of performing our obligations under these Terms, including hosting the NFT Content and marketing and facilitating the sale of the NFTs, and marketing or promoting the Services.
• Creator Obligations and Perks. You shall obtain all rights to the NFT Content in connection with the use thereof by Galxe as contemplated in these Terms, and the awarding and administration of the benefits that you sell or list in connection with the sale of your NFT, as applicable, including, but not limited to: (i) clearing and obtaining any rights in connection with the NFT Content, including any music performance rights and payment of royalties to any performing rights organizations; (ii) acquiring any services or materials needed in connection with the NFTs and benefits offered to purchasers; and (iii) the costs and compliance for the benefits, including as specified in the Purchase Terms.
• Promotions Tool. Our Services may enable you to administer a promotion (e.g., a contest or sweepstakes) (a “Promotion”) through the use of a promotions tool (the “Promotions Tool”). By using the Promotions Tool, you (a) agree to fully release us from any liability in connection with the promotion, and (b) acknowledge and agree that a Promotion is not in any way sponsored, endorsed, or administered by us.
• Administration of Promotion. If you use the Promotions Tool to administer a promotion, you are responsible for the lawful operation of that promotion, including: (i) the official rules; (ii) offer terms and eligibility requirements (e.g., age and residency restrictions); and (iii) compliance with applicable rules (e.g. terms and conditions of any platform on which a Promotion may be advertised, restrictions on any prizes, etc.) and regulations governing the Promotion and all prizes offered (e.g., registration, bonding, and obtaining necessary regulatory approvals). You further represent and warrant that the Promotion administered through the Promotion Tools will be conducted in compliance with all applicable laws, rules, and regulations.
• Required Content. In using the Promotion Tool to administer a Promotion, you represent and warrant that you will provide official rules to the participants of such Promotions, and you further represent and warrant that the official rules for any such Promotion administered through the Promotion Tool will include the following provisions:

“This promotion is not sponsored by Star Frameworks Labs Pte Ltd., d/b/a Galxe (“Galxe”). You acknowledge and agree that Galxe is not responsible for the administration or fulfilment of this promotion. By participating in this promotion, you hereby absolutely, unconditionally, and irrevocably covenant not sue (at law, in equity, through private arbitration, or through any regulatory proceeding or otherwise) Galxe in connection with this promotion. If you violate the foregoing covenant, you agree to pay, in addition to such other damages as a result of such violation, all attorneys’ fees and costs (which is to be interpreted broadly to include all out-of-pocket obligations incurred by Galxe in defending such action) incurred by Galxe as a result of such violation.”

• No Assistance. Galxe will not assist you in the administration of your Promotion, and you agree that if you use the Promotions Tool to administer your Promotion, you do so at your own risk.
• You represent and warrant that (i) you have the full right, power and authority to grant the rights granted or agreed to be granted hereunder, including, but not limited to, fully cleared permissions, consents, rights and licenses to the NFT Content in these Terms; (ii) the NFT Content, the NFTs, and the listing and sale contemplated by these Terms, complies with all, and do not and will not violate any applicable law, statute, rule, or regulation, will perform in accordance with the intended specifications and without material error, and will be delivered free and clear of any claims, liens or rights of third parties; (iii) the NFT Content and Galxe’s use thereof in accordance with these Terms does not and will not infringe any intellectual property rights of any third party or any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any third party; (iv) you will fulfill your obligations under any terms with a Purchaser of the NFTs, as applicable; (v) any advertising or promotion of the NFTs by you or on your behalf will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws and will not suggest a likely increase in value of the NFTs; and (vi) you will not use the proceeds retained from sales of the NFT, whether through the Services or any other platform for capital raising purposes.

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9. Smart Balance

By utilizing Smart Balance, you agree to the following additional terms and conditions:

• Non-Withdrawable: You CANNOT withdraw any balance or credits from your Smart Balance. The balance must be exclusively used for gas payments and Galxe Passport services on Galxe.com.
• Exclusive Use: Your Smart Balance is solely usable on Galxe.com, cannot be utilized in, and does not have any value in any other capacity anywhere else.
• USD Denomination: All Smart Balances are denominated in USD. The prevailing exchange rate determines the amount of your Smart Balance at the time of the transaction, which means that when you deposit using non-USD funds, your deposited amount will be calculated based on the prevailing exchange rates.
• Service Fees: Using Smart Balance incurs a service fee. The service fees are as follows:
• Non-GAL Deposits: 10% of the total gas fee, with a minimum fee of $0.01.
• GAL Deposits: 5% of the total gas fee, with a minimum fee of $0.01.

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10. Chatbot

Our Services may include, from time to time, an automated chat box (“Chatbot”) to assist users in their use of the Services. The Chatbot provides information about various topics that are found and generated via user input and the underlying algorithm.

By using the Chatbot, you agree and acknowledge that we cannot and do not guarantee the accuracy of the information provided, and that Galxe assumes no responsibility whatsoever or guarantee the timeliness, accuracy or completeness of the information provided. The Chatbot may contain links to third-party websites. These links are provided for your convenience and do not constitute an endorsement or approval by Galxe of any third-party content. We are not responsible for the content or privacy practices of these external sites.

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11. GALXE SCORE

As part of the Services, you are able to purchase a Subscription for a “Web3 Score” (the “Web3 Score”).  The Web3 Score is for entertainment purposes only and is not, and does not purport to be, an accurate depiction of any Service User’s financial activity nor does it serve as an accreditation of any kind.  To obtain your Web3 Score, you are required to pay a Subscription Fee (the “Subscription Fee”).  You may be required to provide us, and we may collect via your linked social media channels or analysis of on-chain wallet activities, additional information to create your Web3 Score, including information required to confirm your identity (“Identifying Information”).  By purchasing a Subscription for the Web3 Score, you agree that we may share your information, including any Identifying Information, with certain third parties, including third-party developers who integrate with our application programming interface.

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12. Access to our Services

Suspension, Termination, and Cancellation. Galxe may, at its option and in its sole discretion: (a) suspend or restrict your User Account or Developer Account and/or access to any or all of the Services, and/or (b) deactivate or cancel your User Account or Developer Account and block your access to the Services, if: (i) we are so required by a facially valid subpoena, court order, or binding order of any government authority; (ii) we reasonably suspect you of using the Services in connection with a Prohibited Uses; (iii) your use of the Services is subject to any pending litigation, investigation or government proceeding and/or we, in our sole discretion, perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) any of our service partners are unable to support your use thereof; (v) you take any action that Galxe deems in its sole discretion as circumventing Galxe’s controls, or abusing promotions which Galxe may offer from time to time; or (vi) you breach these Terms.

Notice to You. If Galxe suspends or closes your account or terminates your use of the Services for any reason, we will provide you with notice of our actions, unless a court order or other legal process prevents or prohibits Galxe from providing you with such notice. You acknowledge that Galxe’s decision to take certain actions, including limiting access to, suspending, or disassociating your Digital Wallet from the Services, may be based on confidential criteria that are essential to Galxe’s risk management and/or security protocols. You agree that Galxe is under no obligation to disclose the details of its risk management and/or security procedures to you.

Access to NFTs. Your NFTs are stored in your Digital Wallet and we do not have access or control over your Digital Wallet. In the event our Services are no longer available to you, the NFTs you have purchased are in your Digital Wallet.

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13. Copyright and License to You

Information Ownership. Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Galxe logo and all designs, text, graphics, pictures, information, data, software, sound files and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Galxe and/or our affiliates or licensors, including the Developers, if and as applicable.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will terminate immediately and you must, at our option, either return or destroy any Content you have copied, downloaded , or otherwise obtained from the Services. No right, title or interest in or to the Services or any Content thereon is or shall be transferred to you, and all rights not expressly granted herein are reserved by Galxe and/or its affiliates. Any use of the Services not expressly permitted by these Terms shall be deemed a material breach of these Terms and may violate copyright, trademark and/or other laws.

NFT Ownership. If you purchase, receive as rewards, or otherwise acquire a NFT via our Services, you may obtain access or a license to certain content associated with that NFT (“NFT Content”).

All NFT Content is owned by the applicable Developers, as applicable. By hosting, minting, and otherwise offering NFT Content, Galxe warrants that we have a license to host and offer said NFT Content. Galxe makes no other warranties regarding the NFT Content.

NFT Content License to You. By purchasing a NFT, you are granted a limited, exclusive right to access, view, stream, download, playback, or otherwise access (“NFT Content License”) the NFT Content associated with the NFT you purchase for personal consumption only, unless otherwise explicitly authorized by the applicable Developers’ terms of services. The NFT Content License is subject to these Terms, and/or any additional terms as may be presented to you at the time you purchase the NFT or first access the NFT Content.

Third Party Intellectual Property. Notwithstanding anything to the contrary in these Terms, the Services and Content may include software components provided by Galxe or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern the usage of such software components, as applicable.

Limited License to You. These Terms grant users a limited and non-exclusive right to use the Services, including all Content thereon. Except as indicated otherwise herein or in any additional terms or conditions, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the Content on our Services, except as follows:

• Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your web browser for display enhancement purposes.
• If we provide any so-called “social media” features as part of the Services, you may take such actions as are enabled by such features and are consistent with these Terms.

You must not:

• Modify copies of any Content from the Services.
• Use any illustrations, photographs, video or audio sequences or any graphics available through the Services separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials available through the Services.

If you wish to make any use of Content other than that set out in this Section, please address your request to: support@galxe.com.

Third Party Services. The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies, if and as applicable) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Galxe. Galxe is not responsible for any Third-Party Websites or Third-Party Applications and shall not be liable with respect to any use thereof. Galxe provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Services, these Terms and any of our other policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Links to our Services. You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Services for noncommercial purposes, provided that such link does not portray Galxe or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory manner, and does not imply that Galxe is affiliated with or supports or endorses any product or service, and provided further that the linking site does not contain any adult or illegal material or any material that may be deemed, in Galxe’s sole discretion, offensive, harassing or otherwise objectionable. This limited right may be revoked or modified by us at any time, for any reason. You may not use a logo or other proprietary graphic or intellectual property of Galxe to link to the Services or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Galxe trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written permission.

Trademark. The Galxe logo and any Galxe product or service names, logos or slogans that may appear on the Services are trademarks of Galxe or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior express written permission. You may not use any so-called “metatags” or other “hidden text” utilizing “Galxe” or any other name, trademark or product or service name of Galxe or our affiliates without our prior written permission. In addition, the look and feel of the Services and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Galxe and/or its affiliates, and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Galxe names or logos mentioned on the 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 trademark 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 Galxe.

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14. DMCA Notice and Procedure for Copyright Infringement Claims

As Galxe asks others to respect its intellectual property rights, it respects the intellectual property rights of others. Galxe, in appropriate circumstances, may remove from the Services information that might infringe the intellectual property rights of others.

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1) Procedure for Reporting Copyright Infringements

If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Galxe Services, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
• A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
• Identification of the URL or other specific location on the Galxe Services where the material that you claim is infringing is located; your address, telephone number, and E-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and we will have no obligation to respond or acknowledge receipt of your notice. Please note that you will be liable for damages (including costs and attorneys’ fees) if you misrepresent or make bad faith claims that any material on the Galxe Services infringes your copyrights. You can contact our Designated Agent via e-mail at dmca@galxe.com.

THE DESIGNATED AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE GALXE SERVICES. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT RECEIVE A RESPONSE.

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2) Receipt of Proper Infringement Notification

Once a proper bona fide infringement notification has been received by the Designated Agent, it is Galxe’s policy:

• To remove or disable access to the infringing content;
• To notify the content provider, member, or user (“Content Provider”) that it has removed or disabled access to the content; and
• That repeat offenders will have the infringing content removed from the system and that Galxe may terminate such Content Provider’s access to the Galxe Services.

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3) Procedure to Supply a Counter-Notice to the Designated Agent

If the Content Provider believes that the content that was removed or to which access was disabled is either not infringing or the Content Provider believes that it has the right to post and use such content, the Content Provider may send the Designated Agent a counter-notice, which must contain the following:

• Content Provider’s contact information, including full legal name (not that of a company) of the submitter, an email address, a physical address, and a phone number.
• The location, including any URL, of the content that has been removed or disabled.
• The following statement, to which Content Provider must agree: “I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which Galxe is located, and will accept service of process from the claimant.”
• The following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
• A physical or electronic signature. To satisfy this requirement, Content Provider may type the submitter’s full legal name (not that of a company) at the bottom of your electronic counter-notification.

If a counter-notice is received by the Designated Agent, Galxe may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten business days.

If Galxe does not receive notice within ten business days that the original complaining party is seeking a court order to prevent further infringement of the content, we may replace or cease disabling access to the material that was removed. The decision to replace or cease disabling access to any content is at Galxe’s sole discretion.

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15. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Galxe, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, Creators, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Galxe Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, 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, suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services, (b) any Feedback (as defined below) you provide, (c) your violation of these Terms or applicable laws, and/or (d) your violation of any right(s) of any third party. You agree to promptly notify Galxe of any Claim(s) and shall cooperate fully with the Galxe Parties in defending such Claims. You further agree that the Galxe Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND GALXE.

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16. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”).  If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

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17. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY GALXE, THE SERVICES, CONTENT CONTAINED THEREIN, AND ANY DIGITAL ASSET(S) LISTED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. GALXE (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. GALXE DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES OR CONTENT CONTAINED THEREIN. GALXE DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SERVICES. WHILE GALXE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, GALXE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR OUR SERVERS IS/ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF ANY DIGITAL ASSETS OR NFT CONTENT, WHETHER IN CONNECTION WITH YOUR DIGITAL WALLET OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS, PRIVATE KEYS OR SEED PHRASES, INCORRECTLY CONSTRUCTED TRANSACTIONS OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICES OR ANY DIGITAL ASSET(S).

YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF ANY THIRD PARTY PROGRAMS IN CONNECTION WITH GALXE COMPASS. THERE IS NO ASSURANCE THAT THE THIRD PARTY PROGRAMS OR ANY THIRD PARTY PROGRAM PROVIDER WILL BE AVAILABLE, FUNCTION OR OPERATE AS EXPECTED. YOU MAY NOT RECEIVE ANY REWARDS REGARDLESS OF THE AMOUNT OF TIME, EFFORT, ASSETS OR FUNDS THAT YOU UTILIZE IN CONNECTION WITH ANY SUCH THIRD PARTY PROGRAMS. IN ADDITION, IN THE EVENT THAT YOUR PARTICIPATE IN ANY SUCH THIRD PARTY PROGRAMS, YOUR FUNDS OR ASSETS MAY BE SUBJECT TO DEPRECIATION, HACKS, FRAUD, LOSSES (INCLUDING A TOTAL LOSS) OR OTHER DAMAGES. WE WILL BEAR NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO ANY DECISION MADE BY YOU TO PARTICIPATE IN ANY THIRD PARTY PROGRAMS, WHETHER VIA THE THIRD PARTY PROGRAM PROVIDER OR OTHERWISE, OR ANY LOSSES, DAMAGES OR LIABILITIES ARISING THEREFROM.

NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK. WE DO NOT GUARANTEE THAT WE CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR OTHER DIGITAL ASSETS, OR THAT ANY ASSOCIATED PAYMENT WILL BE SUCCESSFUL.

Galxe is not responsible for any losses due to vulnerability or any kind of failure, abnormal behavior of any software (e.g., wallet, NFTS, “smart contract,” etc.), blockchain(s) or any other feature(s) of the Services. Galxe is not responsible for losses due to any late reporting by Developers or representatives (or not reporting at all) of any issues with the blockchain(s) supporting any of the Digital Asset(s), including forks thereof, technical node issues or any other issues that result in any loss of funds.

Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by gross negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, SOLELY TO THE EXTENT SUCH EXCLUSION IS SO PROHIBITED BY APPLICABLE LAW.

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18. Assumption of Risk

Volatility. The price and liquidity of blockchain-based assets, including Digital Asset(s) and NFTs, are extremely volatile and may be subject to fluctuations. Fluctuations in the price of other blockchain-based assets could materially and adversely affect Digital Asset(s). We cannot guarantee that purchasing any Digital Asset(s) will not result in the loss of money or other value.

Taxes. You are solely responsible for determining what, if any, taxes apply to your Digital Wallet(s). Neither Galxe nor any other Galxe Party is responsible for determining the taxes that apply to any Digital Wallet(s).

Digital Assets / Cryptocurrency. The Services involve and/or rely upon certain blockchain technology, including decentralized, distributed public ledger(s), which offer many benefits, but also presents certain inherent risks that you assume by using the Services, including without limitation, that:

• A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of Digital Asset(s).
• The value of Digital Assets and NFTs are highly volatile and you may suffer a total loss of the value of such assets from time to time.
• The regulatory regime governing blockchain technologies, digital assets, cryptocurrencies and/or so-called “tokens” is uncertain, and new regulations or policies may adversely affect the development of the Services and/or the utility of Digital Asset(s).

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19. App Store

If you comply with these Terms, we grant to you a limited non-exclusive, non- transferable license, with no right to sublicense, to download and install the App on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for your own personal non-commercial purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.

Apple App Store. This paragraph applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party’s intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.

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20. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL GALXE OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF ACCESS TO ANY DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICES OR ANY OTHER WEBSITES AND MOBILE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL GALXE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, DIGITAL ASSETS OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY GALXE FROM YOU RELATED TO THE DIGITAL ASSETS THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

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21. Dispute Resolution

This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully.

Informal Process. You agree that in the event of any dispute between you and Galxe, you will first contact Galxe and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

Agreement to Arbitrate. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore.*

The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case or to be a party to a class or representative action is waived, and that any claims must be decided individually, through arbitration.

Waiver of Jury Trial. If for any reason a claim proceeds in court rather than in arbitration, you and Galxe each waive any right to a jury trial.

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22. Miscellaneous

Governing Law and Venue. These Terms, your access to and use of the Services and Content, and your participation in the Services, shall be governed by and construed and enforced in accordance with the laws of the Republic of Singapore, without regard to conflict of law rules or principles of the Republic of Singapore, or any other jurisdiction that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in court located in the Republic of Singapore.

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.

Waver. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Assignability. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with Galxe’s express written consent.

Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.