Cipher Terms of Service

Acceptance: Your use of the Platform and Services constitutes your express agreement to these Terms.

Age Requirement: You must be at least 18 years of age to use the Services.

Privacy: You consent to data handling as described in the Privacy Policy, which is part of these Terms.

Mandatory Arbitration: Any controversy or claim arising from this Agreement must be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

• The arbitration shall be governed by the laws of the British Virgin Islands (BVI).
• The place of arbitration shall be the British Virgin Islands (BVI).
• This requires individual arbitration and waives the right to jury trials or class actions.

Governing Law: These Terms shall be construed and enforced in accordance with the laws of the British Virgin Islands (BVI).

Prohibited Jurisdictions: Users (including those associated with residents or located in) of certain jurisdictions are strictly prohibited from using the Services. These include, but are not limited to:

• United States, Republic of China, Singapore.

Sanctioned/Restricted Areas: Myanmar, Cote D'Ivoire, Cuba, Crimea/Sevastopol, DRC, Iran, Iraq, Libya, Mali, Nicaragua, North Korea, Somalia, Sudan, Syria, Yemen, Zimbabwe, or any area under U.S., U.K., or E.U. sanctions.

Bypassing Prohibition: The use of VPNs or other methods to bypass these restrictions is strictly forbidden and will lead to account termination.

Sanctions/Lists: You must affirm you are not on any prohibited or restricted parties lists (e.g., U.N., BVI, U.S. Treasury, E.U.).

Legality: You are solely responsible for ensuring your use of the Platform complies with all applicable laws and regulations in your jurisdiction.

KYC/AML: Cipher reserves the right, at its sole discretion or as required by law, to perform Know Your Customer (KYC) and Anti-Money Laundering (AML) checks. Failure to provide requested documentation may result in denied access.

User Responsibility for Digital Assets: You are solely responsible for the security and access to your tokens, cryptocurrencies, and other Digital Assets. Loss of your private keys may lead to the permanent loss of your Digital Assets.

Key Security: Cipher wallets are stored in an encrypted, isolated manner to prevent exposure of private keys to client-side extensions.

Key Exposure: Cipher has no liability in the event private keys are exposed for any reason.

Service Scope: Cipher provides consumer software services built on the Solana blockchain ecosystem, including a web application, APIs, and smart contracts ("Services").

Account Registration: You must keep your Account credentials confidential and are responsible for all activities under your Account. Cipher can suspend or terminate your Account for false information or non-compliance.

Changes to Terms/Services: Cipher reserves the right to modify the Terms or discontinue the Service at any time without prior notice. Your continued use constitutes acceptance of the changes.

Fees: Using the Service may incur fees from:

• Cipher's platform.
• Third-party exchange platforms.
• The Solana network.

Fee Estimates: Transaction and exchange rate estimates are preliminary and not guaranteed; actual costs may differ. Cipher is not liable for losses due to inaccurate fee estimates.

Reward Programs: Cipher may offer affiliate, referral, and trading reward programs.

• Rewards are not guaranteed and can be modified, paused, removed, or adjusted at Cipher's discretion.
• Fraudulent or manipulative activities (e.g., inflating trading volume) will result in immediate disqualification and account suspension.

No Investment Advice: Information provided on the Platform (including digital asset data) is for informational purposes only and does not constitute investment, legal, or professional advice or an endorsement of any transaction.

You are solely responsible for your investment decisions and should seek advice from a qualified professional.

Not a Financial Agency: Cipher is not registered with the U.S. SEC or any other governmental agency. Cipher provides software services and does not custody assets or broker trades.

Acceptable Use: You agree to refrain from:

• Transmitting unlawful or prohibited communications (e.g., bulk messaging).
• Circumventing security measures or technological safeguards.
• Engaging in illegal, harassing, or hateful activities.
• Infringing on the rights of others (privacy, IP, etc.).
• Concealing your location (e.g., IP proxying) to violate terms.
• Violating any applicable anti-money laundering or sanctions laws.

User Content License: By providing User Content, you grant Cipher a worldwide, perpetual, irrevocable, royalty-free, and transferable license to use, reproduce, modify, and commercialize that content.

Intellectual Property: Cipher and its licensors exclusively own all rights, title, and interest in the Platform, Services, and Content (excluding User Content).

Warranty Disclaimers: The Platform, Services, and Content are provided "AS-IS" and "AS-AVAILABLE," with all risk of quality and performance borne by you. Cipher expressly disclaims all warranties, including title, merchantability, and fitness for a particular purpose.

Indemnity: You agree to indemnify and hold harmless Cipher and its parties against claims and expenses arising from your use of the Platform, your User Content, third-party services, or any violation of these Terms.

Limitation of Liability:

• Cipher is not liable for lost profits or any special, incidental, indirect, or consequential damages.
• You acknowledge that Digital Assets are vulnerable to security compromises, and you waive this risk.
• The total liability of the Cipher Parties to you for all damages shall not exceed One U.S. Dollar ($USD1.00) or its local currency equivalent.

Force Majeure: Neither party is liable for failure or delay in performance caused by events outside their reasonable control (e.g., natural disasters, war, internet outages, etc.).