DeBank

Terms of Service

Last Updated: Mar.5, 2025

These Terms of Service (the "Terms") are offered to you (also referred to herein as "user", "you" and "your") by DEBANK GLOBAL PTE. LTD. (together with our affiliates,"DeBank" "Company," "we," "us," or "our"). The Terms, as well as any attached annexes and/or schedules (together "Annex") governs provision of software services, including DeBank Interface (collectively, the "Services") by DeBank through its web application, available at https://debank.comopen in new window, related mobile applications.

By accessing or using the Services in any way, including without limitation by visiting the Website, downloading the App, and/or connecting your Wallet to the Services, you represent that (1) you have read, understand, and agree to be bound by these Terms of Service; (2) you are of legal age to form a binding contract with us; and (3) you have the authority to enter into these Terms of Service. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES.

Your use of, and participation in, certain Services may be subject to Supplemental Terms, which will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.

The Services allow users to discover, track and interact with data generated by compatible third-party blockchain applications.

DEBANK IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY YOUR AGENT, ADVISOR, OR CUSTODIAN. DEBANK IS A NON-CUSTODIAL PLATFORM. DEBANK CANNOT INITIATE A TRANSFER OF ANY OF YOUR CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS YOUR DIGITAL ASSETS. DEBANK HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT IN CONNECTION WITH YOUR USE OF THE SERVICES. UNLESS EXPLICITLY PROVIDED IN WRITING, WE DO NOT HOST OR MAINTAIN ECOSYSTEM PARTNERS ACCESSIBLE ON OUR SERVICES, DO NOT PARTICIPATE IN ANY TRANSACTIONS ON SUCH ECOSYSTEM PARTNERS’ PLATFORMS, AND DO NOT RECOMMEND, ENDORSE, OR OTHERWISE TAKE A POSITION ON YOUR USE OF THESE SERVICES.

DEBANK IS NOT CAPABLE OF PERFORMING TRANSACTIONS OR SENDING TRANSACTION MESSAGES ON YOUR BEHALF. ALL TRANSACTIONS INITIATED THROUGH OUR SERVICES ARE EFFECTED BY YOUR WALLET OR OTHER THIRD-PARTY DIGITAL WALLET EXTENSIONS. BY USING OUR SERVICES YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS.

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

1. USE OF THE SERVICES

1.1. License to the Services. The Services are protected by copyright laws throughout the world. Subject to the Agreement, DeBank grants you a limited license to reproduce portions of the Services for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by DeBank in a separate license, your right to use any and all the Services is subject to the Agreement.

1.2. License top App. Subject to your compliance with the Agreement, DeBank grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, you will only use any App Store Sourced App (a) on an Apple-branded product that runs the iOS and (b) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. Notwithstanding anything else set forth herein, with respect to any Google Play Sourced App, you may have additional license rights with respect to use of the App on a shared basis within your designated family group.

1.3. Updates. You understand that the Services are evolving. You acknowledge and agree that DeBank may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.

2. REGISTRATION

2.1. Connecting Your Wallet. In order to use the Interface and access certain features of the Services you may need a Wallet that is supported by or compatible with the Services. You cannot create a Wallet using the Services.

2.2. Third-Party Accounts. In order to access certain features of the Services, you may be required to use certain Third-Party Accounts in connection with the Services.

2.3. Representations. You represent that you are not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur during your use of the Services. You agree that you shall monitor your use of the Services to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.

2.4. Necessary Equipment and Software. You must provide all equipment, software, and hardware necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services. You are solely responsible for keeping your hardware devices secure. DeBank will not be responsible if someone else accesses your devices and authorizes a transaction upon receipt of a valid transfer initiated from the Services.

3. PROPRIETARY RIGHTS

3.1. Your Content. Depending on the Offering, you may share any data, text, audio, video or images, software (including machine images), and any documentation (the "Content") with us. Except as provided in this Section 4, we obtain no rights under this Agreement from you (or your licensors) to Your Content; however, you consent to our use of Your Content in any manner that is consistent with the purpose of your use of the Offerings or that otherwise facilitates providing the Offerings to you.

3.2. Offerings License. The Site and Offerings (or access thereto) are proprietary to the Company and its licensors and must not be used other than strictly in accordance with these Terms. The Company grants to you a limited, non-exclusive, non-transferable, non-sublicensable, fully-revocable right to use the Site for the purposes of accessing and using the Offerings strictly in accordance with these Terms.

We or our licensors own all right, title, and interest in and to the Offerings, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (i) access and use the Offerings solely in accordance with this Agreement; and (ii) copy and use any software (including machine images), data, text, audio, video, images, or documentation that we offer in connection with the Offerings (collectively the "Our Content") solely in connection with your permitted use of the Offerings. Except as provided in this Section 1.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Offerings, including any related intellectual property rights. Some of Our Content and Third-Party Content may be provided to you under a separate license or other open-source license. In the event of any conflict between this Agreement and any separate license, the separate license will prevail with respect to Our Content or Third-Party Content that is the subject of such separate license.

3.3. License Restrictions. Neither you nor any End User will use the Offerings in any manner or for any purpose other than as expressly permitted by this Agreement. Except for as authorized, neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in the Offerings (except to the extent Content included in the Offerings is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Offerings or apply any other process or procedure to derive the source code of any software included in the Offerings (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas, (d) use scraping techniques to mine or otherwise scrape data except as permitted by a Paid Plan, or (e) resell or sublicense the Offerings unless otherwise agreed in writing by the Company. Without our prior written consent, you will not use, remove, alter or obscure any trademarks, service marks, service or trade names, logos, and other designations of the Company and its affiliates or licensors that we may make available to you in connection with this Agreement (collectively the "Our Logos"). You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.

3.4. Feedback. We welcome feedback, comments, ideas, and suggestions for improvements to the Site and the Offerings ("Feedback"). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon or improvements with respect to and otherwise exploit and commercialize the Feedback and any such derivative works and improvements in any manner and for any purpose.

3.5. Rights in User Content Granted by You. You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, sublicensable, and transferable license to use, copy, distribute, create derivative works of, publicly display, and publicly perform your User Content, subject to the Privacy Policy. You warrant and represent that you have the right and authority to submit Your Content and that neither your User Content nor any part thereof infringes, misappropriates or otherwise violates the intellectual property rights or any other rights of any person. You acknowledge that, in certain instances, where you have removed your User Content by specifically deleting it, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Offerings. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. For the purpose of this Agreement, "User Content" means any Content that users or Account holders (including you) upload, submit, store, send, post or otherwise make available through our Site or the Offerings.

3.6. Government End Users. You acknowledge that the Services were developed entirely at private expense and that no part of the Services was first produced in the performance of a government contract. You agree that the Services and any derivatives thereof are "Commercial Items" as defined in 48 C.F.R. § 1.101, and if you are the government, then such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 1.211, 48 C.F.R. § 1.212, 48 C.F.R. § 1.7102-2, and 48 C.F.R. § 1.7202, as applicable. Consistent with 48 C.F.R. § 1.211, 48 C.F.R. § 1.212, 48 C.F.R. § 1.7102-1 through 48 C.F.R. § 1.7102-3, and 48 C.F.R. §§ 1.7202-1 through 1.7202-4, as applicable, the Services are licensed to government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to these Legal Terms and any related agreement(s), as applicable. Accordingly, you will have no rights in the Services except as expressly agreed to in writing by you and the Company.

3.7. Monitoring and Enforcement. You acknowledge and agree that as the Services provider, we reserve the right to, without prior notice:

(a) Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for the Company;

(b) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

(c) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and

(d) Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Legal Terms.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site or Offerings. YOU WAIVE AND HOLD HARMLESS THE COMPANY, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ANYLAW ENFORCEMENT AUTHORITIES.

Notwithstanding the foregoing, we do not control and do not have any obligation to monitor any of (i) the User Content; (ii) any content made available by third parties; and (iii) other use of the Services by our users. We do not undertake to review User Content prior to it is posted via our Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by you or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

3.8. The DMCA Notice. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement in compliance with the applicable laws. If you believe any materials accessible on or from our Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

Your physical or electronic signature;

Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works;

Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;

Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);

A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;

A statement that the information in the written notice is accurate; and

A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive the DMCA Notices is:

DEBANK GLOBAL PTE. LTD.
ATTN:DMCA Designated Agent
Address:44-02A, 10 anson road, 079903
Phone:+65-85288553
Email:hi@debank.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

3.9. Guidance for Review. We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (i) you should have firsthand experience with the person/entity being reviewed; (ii) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (iii) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (iv) your reviews should not contain references to illegal activity; (v) you should not post negative reviews if you are affiliated with competitors; (vi) you should not make any conclusions as to the legality of conduct; (vii) you may not post any false or misleading statements; and (viii) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

4. USER CONDUCT

You agree that you are solely responsible for your conduct in connection with the Service. You agree that you will abide by this Agreement and will not (and will not attempt to): (a) provide false or misleading information to DeBank; (b) use or attempt to use another Registered User’s Wallet without authorization from such Registered User; (c) pose as another person or entity; (d) Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Registered Users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner; (e) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Services; (f) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Services; (g) attempt to circumvent any content-filtering techniques we employ; (h) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Services, extract data or otherwise interfere with or modify the rendering of Service pages or functionality; (i) collect or harvest data from our Services that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (j) use data collected from our Services for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (k) bypass or ignore instructions that control all automated access to the Services; (l) use the Service for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or this Agreement; (m) use your Wallet to carry out any illegal activities in connection with or in any way related to your access to and use of the Services, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Services; (n) engage in or knowingly facilitate any "front-running," "wash trading," "pump and dump trading," "ramping," "cornering" or fraudulent, deceptive or manipulative trading activities, including: (i) trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset on the Services or any Ecosystem Partner or establishing a price which does not reflect the true state of the market in such Digital Asset; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset: (Y) executing or causing the execution of any transaction in a Digital Asset which involves no material change in the beneficial ownership thereof; or (Z) entering any order for the purchase or sale of a Digital Asset with the knowledge that an order of substantially the same size, and at substantially the same price, for the sale of such Digital Asset, has been or will be entered by or for the same or different parties; or (iii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (o) use the Services to carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, debt financings, equity financings or other similar transactions; (p) use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (i) are redeemable for financial instruments, (ii) give owners rights to participate in an ICO or any securities offering, or (iii) entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; (q) Make Available any Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or (r) attempt to access any Wallet that you do not have the legal authority to access. Any unauthorized use of any Services terminates the licenses granted by DeBank pursuant to the Agreement.

5. INVESTIGATIONS

DeBank may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, DeBank shall have the right, in its sole discretion, to remove any of your User Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although DeBank does not generally monitor user activity occurring in connection with the Services or Content, if DeBank becomes aware of any possible violations by you of any provision of the Agreement, DeBank reserves the right to investigate such violations, and DeBank may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove your User Content, in whole or in part, without prior notice to you.

6. INTERACTIONS WITH OTHER USERS

6.1. User Responsibility. You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that DeBank reserves the right, but has no obligation, to intercede in such disputes. You agree that DeBank will not be responsible for any liability incurred as the result of such interactions.

6.2. Connected Content. You acknowledge and agree that the Services include a feature that permits users to read all Connected Content publicly associated with that Wallet. DeBank is not liable to you in connection with DeBank’s or any third party’s use of the Services to view such Connected Content that you have made publicly available. DEBANK DISCLAIMS ANY LIABILITY FOR CONNECTED CONTENT, INCLUDING WITHOUT LIMITATION PERSONALLY IDENTIFIABLE INFORMATION, THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH WALLETS. DeBank makes no effort to review any Connected Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and DeBank is not responsible for any Connected Content.

7. FEES AND TAXES

7.1. Fees. By using the Services, you agree to pay all applicable fees. Fees applicable to the Services or any component of the Services, if any, shall be published at https://debank.comopen in new window and/or DeBank Interface. DeBank reserves its right to charge Users with fees now or in future set by the Company and published on DeBank Website.

7.2. Alteration of Fees. The Company reserves the right to modify, from time to time the size, the amounts and the percentage rates of its fees providing the User with a respective notification of such charges accordingly. Any alteration to charges will be notified to you in advance of the relevant change via our Website or the mobile app. You need to monitor and/or to regularly check the fees and charges on our Website or in the mobile app, taking into account that the Company is under no obligation to make personal notifications of the alterations to the charges. Your continued use of our platform shall be considered as your consent and agreement to such changes and shall be governed by those Terms and Conditions, as modified. If you do not wish to be bound by those changes, you should cease to use our platform and inform us immediately.

7.3. Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive taxes unless otherwise noted. We reserve the right to withhold taxes where required.

8. INDEMNIFICATION

You agree to indemnify and hold the DeBank Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your User Content; (b) your use of, or inability to use, any of the Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations. DeBank reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with DeBank in asserting any available defenses. This provision does not require you to indemnify any of the DeBank Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of the Agreement and/or your access to the Services.

9. AVAILABILITY AND ACCURACY

9.1. Access and Availability. While the Services have been extensively tested, the software used for the Services could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.

9.2. Accuracy. Although we intend to provide accurate and timely information on the DeBank Interface, the DeBank Interface (including, without limitation, the content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the DeBank Interface are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to the DeBank Interface.

10. ASSUMPTION OF RISK RELATED TO BLOCKCHAIN TECHNOLOGY

In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to your Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. DeBank has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Services will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain Ecosystem Partners may support complex financial transactions that entail a high degree of risk. You accept and acknowledge that you take full responsibility for all activities that you effect through your Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:

10.1. You (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet; (b) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (c) know, understand and accept the risks associated with your Wallet; and (d) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any Digital Assets you purchase or sell. You further agree that DeBank will have no responsibility or liability for, such risks.

10.2. The prices of Digital Assets can be extremely volatile. DeBank makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded.

10.3. You are solely responsible for determining what, if any, taxes apply to your transactions of Digital Assets. DeBank is not responsible for determining the taxes that apply to Digital Asset transactions.

10.4.DeBank does not store, send, or receive Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain and not in the Services. The transaction details you submit via the Services may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Once transaction details have been submitted through your Wallet, DeBank cannot assist you to cancel or otherwise modify your transaction or transaction details. DeBank makes no warranties or guarantees that a transfer initiated on the Services will successfully transfer title or right in any Digital Asset.

10.5. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You accept and acknowledge that DeBank will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience when using blockchain technology, however caused.

10.6. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility of Digital Assets.

10.7. DeBank makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. You acknowledge and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of Digital Assets supported by that blockchain.

10.8. DeBank makes no guarantee as to the security of any blockchain. DeBank is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain.

10.9. The Services rely on, and DeBank makes no guarantee or warranties as to the functionality of or access to, any third-party Wallet and Ecosystem Partners to perform any transactions

11. DISCLAIMER OF WARRANTIES AND CONDITIONS

11.1. As is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. DEBANK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. DEBANK PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. DEBANK MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DEBANK OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

11.2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT DEBANK PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD DEBANK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. DEBANK MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. DEBANK MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONNECTED CONTENT OBTAINED THROUGH THE SERVICES.

11.3. Notwithstanding anything to the contrary in these Terms of Service, DeBank shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to (i) the ownership, validity or genuineness of any Digital Asset; (ii) the collectability, insurability, effectiveness, marketability or suitability of any Digital Asset; or (iii) any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond DeBank’s control, including without limitation the failure of a blockchain, third-party services provider, or Ecosystem Partner.

12. LIMITATION OF LIABILITY

12.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL DEBANK PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, ETHEREUM OR OTHER VIRTUAL CURRENCY, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT DEBANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A DEBANK PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A DEBANK PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A DEBANK PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.2. Cap on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW DEBANK'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO DEBANK FOR THE SERVICES. IN NO CASE WILL DEBANK'S LIABILITY TO YOU EXCEED THE LESSER OF (I) THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION OR (II) THE AMOUNTS PAID BY YOU TO DEBANK IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO DEBANK FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM DEBANK, REGARDLESS OF THE CAUSE OF ACTION.

13. TERM AND TERMINATION

13.1. Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.

13.2. Termination of Services by DeBank. DeBank is free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of this Agreement. DeBank has the sole right to decide whether you are in violation of any of the restrictions set forth in this Agreement. If we suspend your use of the Services, you may continue to access your Wallet directly or through other services not hosted by us. DeBank will not have any liability whatsoever to you for any suspension or termination.

13.3. Termination of Services by You. If you want to terminate the Services provided by DeBank, you may do so by ceasing your use of the Services. You may continue to access your Wallet directly or through other services not hosted by us.

13.4. Survival. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

13.5. No Subsequent Use. If your ability to access the Services or any other DeBank community is discontinued by DeBank, then you agree that you shall not attempt to access the Services or any DeBank community through use of a different Wallet, Third-Party Account, member name or otherwise. In the event that you violate the immediately preceding sentence, DeBank reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

14. THIRD-PARTY SERVICES

The Services may contain or in some cases, integrate with our Services, certain Third-Party Services. When you click on a link to or access or use a Third-Party Service, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of DeBank. DeBank is not responsible for any Third-Party Services. DeBank provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Services, this Agreement and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

15. MANDATORY ARBITRATION

PLEASE READ THIS "MANDATORY ARBITRATION" PROVISION VERY CAREFULLY. IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND THE COMPANY, SUBJECT TO THE TERMS SET FORTH BELOW.

15.1. You and the Company agree that any and all past, present and future disputes, claims, or causes of action arising out of or relating to your use of any of the Site or the Offerings, this Agreement, or any other controversies or disputes between you and the Company (including, without limitation, disputes regarding the effectiveness, scope, validity or enforceability of this agreement to arbitrate) (collectively, "Dispute(s)"), shall be determined by arbitration, unless (A) your Country of Residence does not allow this arbitration agreement; (B) you opt out as provided below; or (C) your Dispute is subject to an exception to this agreement to arbitrate set forth below. You and the Company further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action. The award of the arbitrator may be entered in any court having jurisdiction.

For the purposes of this Agreement, "Country of Residence" to arbitrate means the country in which you hold citizenship or legal permanent residence, as well as any country from which you regularly access and use the Company Offerings. If more than one country meets that definition for you, then your country of citizenship or legal permanent residence shall be your Country of Residence, and if you have more than one country of citizenship or legal permanent residence, it shall be the country with which you most closely are associated by permanent or most frequent residence.

15.2. Notice of Dispute. The Company wants to address your concerns without the need for a formal legal dispute. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting the Company at hi@debank.com to notify the Company of the actual or potential Dispute. Similarly, the Company will undertake reasonable efforts to contact you to notify you of any actual or potential dispute to resolve any claim we may possess informally before taking any formal action. The party that provides the notice of the actual or potential Dispute (the "Notifying Party") will include in that notice (a "Notice of Dispute") the name of the User, the Notifying Party's contact information for any communications relating to such Dispute (including for the Notifying Party's legal counsel if it is represented by counsel in connection with such Dispute), and sufficient details regarding such Dispute to enable the other party (the "Notified Party") to understand the basis of and evaluate the concerns raised. If the Notified Party responds within ten (10) business days after receiving the Notice of Dispute that it is ready and willing to engage in good faith discussions in an effort to resolve the Dispute informally, then each party shall promptly participate in such discussions in good faith.

If, notwithstanding the Notifying Party's compliance with all of its obligations under the preceding paragraph, a Dispute is not resolved within thirty (30) days after the Notice of Dispute is sent (or if the Notified Party fails to respond to the Notice of Dispute within ten (10) business days), the Notifying Party may initiate an arbitration proceeding as described below. If either party purports to initiate arbitration without first providing a Notice of Dispute and otherwise complying with all of its obligations under the preceding paragraph, then, notwithstanding any other provision of this Agreement, the arbitrator(s) will promptly dismiss the claim with prejudice and will award the other party all of its costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection with such Dispute.

15.3. Agreement to Arbitrate. We both agree to arbitrate (unless you opt out as described below). You and the Company each agree to resolve any Disputes that are not resolved informally as described above through final and binding arbitration as discussed herein, except as set forth under "Exceptions to Agreement to Arbitrate" below.

15.4. Exceptions to Agreement to Arbitrate. The parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

15.5. You and the Company agree that:

(a) If you are located in the United States: This Agreement and any Dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Texas. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. The arbitration will be conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the "Rules") as those Rules exist on the effective date of this Agreement, including Rules 1.1 and 1.2 of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a Texas state court located in Tarrant County, Texas. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. Notwithstanding the foregoing we and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights;

(b) If you are located in any territory that is other than the United States, this Agreement and any Dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore. Any Claim relating in any way to this Agreement, the Offerings, your use of the Offerings, or to any products or services licensed or distributed by us will be resolved by binding arbitration as provided in this clause. Prior to commencing any formal arbitration proceedings, parties shall first seek settlement of any claim by mediation in accordance with the Singapore International Mediation Centre Rules. The language to be used in the mediation and in the arbitration shall be English. The seat or legal place of arbitration shall be Singapore.

15.6. You and the Company further agree that, if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means.

15.7. You and the Company agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor the Company may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against the Company will be deemed a Collective Arbitration if (a) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (b) counsel for the claimants are the same, share fees or coordinate across the arbitrations. For the purpose of this provision, "Concurrently" means that both arbitrations are pending (filed but not yet resolved) at the same time.

15.8. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE, ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THESE TERMS OF SERVICES, AND THAT IT IS ENTERED INTO AFTER CAREFUL CONSIDERATION AND WITH FULL KNOWLEDGE OF ITS LEGAL CONSEQUENCES. THIS WAIVER SHALL BE BINDING ON THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS, AND MAY ONLY BE MODIFIED OR WAIVED IN WRITING SIGNED BY BOTH PARTIES. Without limiting the foregoing, any challenge to the validity of this paragraph shall be determined exclusively by the arbitrator.

15.9. Notwithstanding your and the Company's agreement to arbitrate Disputes, either you or the Company shall retain the following rights: (i) the right to bring an individual action in small claims process in the courts of your Country of Residence; and (ii) the right to seek provisional relief in aid of arbitration in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. Further, this agreement to arbitrate does not deprive you of the protection of the mandatory provisions of the consumer protection laws in your Country of Residence; you shall retain any such rights and this agreement to arbitrate shall be construed accordingly.

15.10. Except as otherwise required by applicable law or provided in this Agreement, in the event that the agreement to arbitrate is found not to apply to you or your Dispute, you and the Company agree that any judicial proceeding may only be brought in a court of competent jurisdiction in Singapore. Both you and the Company consent to venue and personal jurisdiction there; provided that either party may seek provisional relief in aid of arbitration to enforce its intellectual property rights as provided above or bring an action to confirm an arbitral award in any court having jurisdiction.

15.11. This agreement to arbitrate shall survive the termination of this Agreement. With the exception of the provisions of this agreement to arbitrate that prohibit Collective Arbitration, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, then the remaining portions of this agreement to arbitrate shall nevertheless remain valid and in force. In the event that a court finds the prohibition of Collective Arbitration to be invalid or unenforceable, then the entirety of this agreement to arbitrate shall be deemed void (but no provisions of this Agreement unrelated to arbitration shall be void), and any remaining Dispute must be litigated in court pursuant to Section 1.1.

16. GENERAL PROVISIONS

16.1. Release. You hereby release DeBank Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Registered Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services.

16.2. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without DeBank’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

16.3. Force Majeure. DeBank shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

16.4. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at hi@debank.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

16.5. Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and DeBank agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in Singapore.

16.6. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

16.7. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

16.8. International Users. The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that DeBank intends to announce such Services or Content in your country. DeBank makes no representation that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

16.9. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.