ADRENA

TERMS OF SERVICE

LAST MODIFIED: 16 SEPTEMBER 2024

WELCOME TO ADRENA.XYZ (THE “SITE”), THE INFORMATIONAL RESOURCE FOR ADRENA PROTOCOL, AS DEFINED BELOW.

THE SITE PROVIDES INFORMATION AND RESOURCES ABOUT THE FUNDAMENTALS OF THE DECENTRALIZED NON-CUSTODIAL PROTOCOL CALLED THE ADRENA PROTOCOL (THE “ADRENA PROTOCOL,” “PROTOCOL,” OR “ADRENA DAPP”). THE SITE IS NOT AN AVAILABLE ACCESS POINT TO THE ADRENA PROTOCOL.

THESE TERMS OF SERVICE AND ANY OTHER DOCUMENTS INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THESE “TERMS”) TO YOU OR THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (“YOU” OR “YOUR”) EXPLAINS THE TERMS AND CONDITIONS BY WHICH YOU MAY ACCESS THE SITE AND HTTPS://APP.ADRENA.XYZ (“THE INTERFACE” AND TOGETHER WITH THE SITE, THE “ELECTRONIC SERVICES”). PLEASE DO NOT USE THE SITE OR INTERFACE IF YOU DISAGREE WITH ANY OF THESE TERMS.

THE SITE IS FOR INFORMATIONAL PURPOSES ONLY.

THE SITE IS NOT PART OF ANY TRANSACTION ON THE BLOCKCHAIN NETWORKS UNDERLYING THE ADRENA PROTOCOL.

NEITHER ADRENA ISSUER LTD. (“WE”, “US” OR “OUR”) NOR ANY OF ITS AFFILIATES (COLLECTIVELY, TOGETHER WITH US, THE “ADRENA GROUP”) WILL HAVE ANY POSSESSION, CUSTODY, OR CONTROL OVER ANY CRYPTO ASSETS APPEARING ON THE INTERFACE; AND WE DO NOT HAVE POSSESSION, CUSTODY, OR CONTROL OVER ANY USER’S FUNDS. FURTHER, WE DO NOT STORE, SEND, OR RECEIVE ANY CRYPTO ASSETS. YOU UNDERSTAND THAT WHEN YOU INTERACT WITH ANY ADRENA PROTOCOL SMART CONTRACTS, YOU ALWAYS RETAIN CONTROL OVER YOUR CRYPTO ASSETS. WE DO NOT HAVE ACCESS TO YOUR PRIVATE KEYS.

1. USE OF THE SITE AND THE INTERFACE

As a condition to accessing or using the Site or Interface, you represent and warrant to the Adrena Group the following:

1. if you are an individual person, then you are of legal age in the jurisdiction in which you reside, and you have the legal capacity to enter into these Terms and be bound by them;
2. if you are an entity, then you must have the legal authority to accept these Terms on that entity’s behalf, in which case “you” (except as used in this paragraph) will mean that entity;
3. you are not a U.S. Person (as defined in Section 16);
4. you are not a resident, national, or agent of any of the Restricted Territories (a “Restricted Person”);
5. you are not subject to economic or trade sanctions administered or enforced by any governmental authority; or otherwise, you are not a member of any sanctions list or equivalent maintained by the United States government, the United Kingdom government, the European Union, or the United Nations, including without limitation the U.S. Office of Foreign Asset Control Specifically Designated Nationals and Blocked Person List (collectively, “Sanctioned Persons”);
6. you do intend to transact with any Restricted Person or any Sanctioned Person;
7. you do not, and will not, use VPN software or any other privacy or anonymization tools or techniques, or other means, to circumvent, or attempt to circumvent, any restrictions that apply; and
8. your access is not:

1. prohibited by and does not otherwise violate or assist you in violating any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, letter, or another directive, requirement, guidance, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, letter, order, judgment, directive or other requirements, guidance, or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over the Adrena Group or you as otherwise duly enacted, enforceable by law, the common law or equity (collectively, “Applicable Laws”); or
2. contribute to or facilitate any illegal activity.

1. As a condition to accessing or using the Site or the Interface, you acknowledge, understand, and agree to the following:

1. from time to time, the Site or the Interface may be inaccessible or inoperable for any reason, including, but not limited to:

1. equipment malfunctions;
2. periodic maintenance procedures or repairs that the Adrena Group or any of its suppliers or contractors may undertake from time to time;
3. causes beyond the Adrena Group’s control or that the Adrena Group could not reasonably foresee;
4. disruptions and temporary or permanent unavailability of underlying blockchain infrastructure; or
5. unavailability of third-party service providers or external partners for any reason;

2. we reserve the right to disable or modify access to the Site at any time in the event of any breach of these Terms, including, without limitation, if we reasonably believe any of your representations and warranties may be untrue or inaccurate, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Site or the Interface being inaccessible to you at any time or for any reason;
3. the Interface may evolve, which means third parties may apply changes, replace, or discontinue (temporarily or permanently) the access at any time in their sole discretion;
4. the pricing information provided on the Site or the Interface does not represent an offer, a solicitation of an offer, or any advice regarding, or recommendation to enter into, a transaction with the Adrena Group;
5. the Adrena Group does not act as a broker or advisor for you;
6. you are solely responsible for your use of the Site or the Interface, including all of your transfers of digital assets;
7. to the fullest not prohibited by Applicable Law, we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, you hereby irrevocably disclaim, waive, and eliminate those duties and liabilities;
8. you are solely responsible for reporting and paying any taxes applicable to your use of the Interface; and
9. we have no control over, or liability for, the delivery, quality, safety, legality, or any other aspect of any digital assets that you may transfer to or from a third party, and we are not responsible for ensuring that an entity with whom you transact completes the transaction or is authorized to do so. If you experience a problem with any transactions in digital assets using the Site or the Interface, you bear the entire risk.

2. You agree not to, and not to allow third parties to, use the Site or the Interface:

1. to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
2. to engage in, promote or encourage any illegal or infringing content;
3. for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
4. to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
5. to interfere with the use of the Electronic Services, or the equipment used to provide the Electronic Services, by customers, authorised resellers, or other authorised users;
6. to disable, interfere with or circumvent any aspect of the Electronic Services (for example, any thresholds or limits);
7. to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertising or other solicitation; or
8. to use the Electronic Services, or any interfaces provided with the Electronic Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

2. FEES

You are required to pay all fees for transactions involving certain blockchain networks. These fees may include gas costs and all other fees reflected on the Interface at your use, including trading-related fees. The Adrena Group does not receive fees for any blockchain transactions or using the Site or the Interface.

3. NO PROFESSIONAL ADVICE OR FIDUCIARY DUTIES

Nothing herein constitutes legal, financial, business, or tax advice, and you are strongly advised to consult an advisor(s) before engaging in any activity in connection herewith. All information provided by the Site is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained on the Site or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, discord content, news feeds, tutorials, tweets, and videos. The Terms are not intended to, and do not, create or impose any fiduciary duties on us or others in the Adrena Group.

4. PROPRIETARY RIGHT

1. The code for the Interface (https://app.adrena.xyz) is open source. Except as expressly set forth herein, your use of or access to the Site or the Interface does not grant you any ownership or other rights therein.
2. The Adrena Group may use and share your comments, bug reports, ideas, or other feedback that you may provide, including suggestions about how we might improve. You agree that the Adrena Group is free to use or not use any feedback we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.

5. MODIFICATION, SUSPENSION, AND TERMINATION

1. The Adrena Group reserve the right, at our sole discretion, from time to time and with or without prior notice to you, to modify, suspend or disable (temporarily or permanently) the Site or our subdomain to the Interface, in whole or in part, for any reason whatsoever, including, without limitation. Upon termination of your access, your right to use the Site or the Interface from our subdomain will immediately cease. However, it would still be accessible via a third party since we do not host or own its code. The Adrena Group will not be liable for any losses suffered by you resulting from any modification to the Site or the Interface or from any modification, suspension, or termination, for any reason, of your access to all or any portion of the Site or the Interface.
2. The Adrena Group may revise these Terms from time to time. We will notify you by updating the date at the top of the Terms and maintaining a current version. The most current version of the Terms will always be at https://docs.adrena.xyz/technical-documentation/terms-and-conditions. All modifications will be effective when they are posted. By continuing to access or use the Site or the Interface after those revisions become effective, you agree to be bound by the revised Terms.

6. RISKS

1. The use of technology related to blockchain, smart contracts, and cryptocurrencies, among others, entails a risk that by accessing transactions, you are assuming. The Adrena Group does not own or control any underlying software through which blockchain networks are formed. The software underlying blockchain networks are open-source so anyone can use, copy, modify, and distribute it. By using the Interface, you acknowledge and agree:

1. that the Adrena Group is not responsible for the operation of the open-source software and networks underlying the Interface;
2. that there exists no guarantee of the functionality, security, or availability of that software and networks; and
3. that the underlying networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Interface.

2. You are responsible for securing your private key(s). We do not have access to your private key(s); losing control of your private key(s) will permanently and irreversibly deny you access to any blockchain-based network. Neither the Adrena Group nor any other person or entity will be able to retrieve or protect your digital assets. If your private key(s) are lost, you will not be able to transfer your digital assets to any blockchain address or wallet. If this occurs, you will not be able to realise any value or utility from the digital assets you may hold.
3. The Adrena Group is not responsible for the content of any third party, including, but not limited to, information, materials, products, or services that the Adrena Group does not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. The Adrena Group does not endorse or assume any responsibility for such resources or promotions. Suppose you access any such resources or participate in any such promotions. In that case, you do so at your own risk and understand that these Terms do not apply to your dealings or relationships with any third parties. You expressly relieve the Adrena Group of all liability arising from using such resources or participating in such promotions.
4. You understand that the Solana blockchain and Sablier remain under development, which creates technological and security risks when using the Interface, in addition to uncertainty relating to digital assets and transactions therein. You acknowledge that the cost of transacting on Solana is variable and may increase at any time, causing an impact on any activities taking place on these blockchains, which may result in price fluctuations or increased costs when using the Interface.
5. Transactions entered into in connection with the Interface are irreversible and final, and there are no refunds. You acknowledge and agree that you will access and use the Interface at your own risk.
6. We must comply with Applicable Law, which may require us to, upon request by government agencies, take certain actions or provide information that may not be in your best interests.
7. You hereby assume and agree that the Adrena Group will have no responsibility or liability for the risks in Section 9. You hereby irrevocably waive, release and discharge all claims, whether known or unknown to you, against the Adrena Group, its affiliates, and their respective shareholders, members, directors, officers, employees, agents, representatives, suppliers, and contractors related to any of the risks set forth in this Section 6.

7. PROHIBITED USES

1. You agree not to engage in the prohibited uses set forth below. The specific activities set forth below are representative but not exhaustive. By using the Site or the Interface, you confirm that you will not do any of the following:

1. Promote or facilitate illegal activities, including but not limited to money laundering, terrorist financing, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons;
2. Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity, privacy, or any other proprietary right of the Adrena Group;
3. Engage in improper or abusive trading practices, including but not limited to (a) any fraudulent act or scheme to defraud, deceive, trick, or mislead; (b) trading ahead of another user of the Site or the Interface or front-running; (c) fraudulent trading; (d) accommodation trading; (e) fictitious transactions; (f) pre-arranged or non-competitive transactions; or (g) cornering;
4. Uploading or transmitting viruses, worms, Trojan horses, time bombs, cancelbots, spiders, malware, or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or the Interface;
5. Use the Site or Interface in any way that is, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, stalking, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive, or otherwise objectionable or likely or intended to incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others;
6. Harass, abuse, or harm another person or entity, including the Adrena Group’s collaborator and service providers;
7. Impersonate another user of the Site or the Interface or otherwise misrepresent yourself; or
8. Engage or attempt to engage or encourage, induce or assist any third party, or yourself attempt, to engage in any of the activities prohibited under this Section 4 or any other provision of these Terms.

8. Your Representations and Warranties

You represent and warrant to the Adrena Group on the date of your acceptance or deemed acceptance of these Terms and each day on which you utilise or access the Electronic Services, in each case with reference to the facts and circumstances existing at such date, as follows:

9. that, if you are an individual user, you are 18 years of age or older and that you have the capacity to contract under applicable Laws;
10. that, if you are registering to use or using the Site on behalf of a legal entity, (i) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (ii) you, and any individuals utilising the services on behalf of the legal entity are duly authorised by such legal entity to act on its behalf;
11. that you understand the risks associated with using the Site, that you are not prohibited or restricted from using the Site by any provision of these Terms, and that you are not otherwise prohibited by applicable Laws from using, or acting for the benefit of another person that is prohibited or restricted from using, the Site and that you have had the opportunity to seek legal, accounting, taxation and other professional advice regarding these Terms and the Site;
12. that you will not use the Site in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable AML Laws or CTF Laws, or to deal in any unlawful Digital Asset, Fiat, property, funds, or proceeds;
13. that you will not trade or otherwise transact on the Site or use any Site with anything other than Fiat, funds, or Digital Asset that have been legally obtained by you, that belong to you, and that are free and clear of all liens, claims, and encumbrances;
14. that you are currently in compliance with, and must, at your own cost and expense, comply with all Laws that relate to or affect the Site conducted under these Terms, including AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws;
15. that you consent to any and all tax and information reporting under AML Laws, CTF Laws, Anti-Corruption Laws, Economic Sanctions Laws, Tax Information Exchange Laws or other tax Laws as the Adrena Group may reasonably determine;
16. that neither you nor any of your Affiliates shall use any Digital Asset, Fiat, property, proceeds or funds subject to the Site directly or indirectly (i) on behalf of or for the benefit of a Prohibited Person or any Person subject to the jurisdiction of a Prohibited Jurisdiction, except where authorised under any Government Approval or not restricted by applicable Laws; (ii) in violation of or as prohibited, restricted, or penalised under applicable Economic Sanctions Laws; or (iii) in any way that would violate, be inconsistent with, penalised under, or cause the omission of filing of any report required under applicable AML Laws, CTF Laws, or Economic Sanctions Laws;
17. that you have not (i) violated; (ii) been fined, debarred, sanctioned, the subject of Economic Sanctions-related restrictions, or otherwise penalised under; (iii) received any oral or written notice from any Government concerning actual or possible violation by you under; or (iv) received any other report that you are the subject or target of sanctions, restrictions, penalties, or enforcement action or investigation under, any applicable Laws, including AML Laws, CTF Laws, Anti-Corruption Laws, or Economic Sanctions Laws;
18. that neither you nor any of your Affiliates is: (i) itself or owned (beneficially or of record) or controlled by a Sanctioned Person; (ii) involved in any transaction, transfer, or conduct, whether or not by using or receiving the Site from any Digital Wallet or Digital Wallet Address, that is likely to result in you or your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners becoming a Sanctioned Person; (iii) residing or domiciled in, or transferring Digital Assets, Fiat, funds, or property to, from, or through any Digital Wallet, Digital Wallet Address or engaging in any transaction on the Site from a Prohibited Jurisdiction; (iv) a Government or Government Official of a Prohibited Jurisdiction or (v) otherwise a Prohibited Person;
19. that neither you nor any of your Affiliates or your or your Affiliate’s, shareholders, directors, officers, employees, agents, or partners has directly or indirectly offered, promised, given, or authorised any payment, or offered, promised, given, or authorised the giving of anything else of value, including any Digital Asset or Fiat, to a Government Official or individual employed by another entity in the private sector in violation of any applicable Anti-Corruption Laws;
20. that you will not falsify any Site or Site registration or administration details provided to the Adrena Group;
21. that you will not falsify or materially omit any information or provide misleading or inaccurate information requested by the Adrena Group in the course of, directly or indirectly relating to, or arising from your activities on the Site or use of any Site, including at registration or during administration or other due diligence processes, and that if any information provided to the Adrena Group becomes incorrect or outdated, including information relating to your ownership, you will promptly provide corrected information to the Adrena Group;
22. that you shall employ reasonable anti-Virus, anti-malware and other software and techniques to protect you and your Digital Wallet from being the victim of a hack or of other malicious actions, so as to protect the integrity of your Digital Wallet and to keep such Digital Wallet and the access to the Site from your account out of the reach of other Persons;
23. that you shall not introduce or transmit any Virus into the Site or the Adrena Group and its Affiliates’ computer systems;
24. that you acknowledge and agree that Fiat, Digital Asset or other property reflected in your Digital Wallet are not segregated assets held in your name or for your benefit but reflected only in the books and records of the Adrena Group;
25. that you acknowledge and agree that any instructions received or undertaken through your login credentials or from your authorised e-mail address on file with the Adrena Group are deemed to be valid, binding, and conclusive regardless of whether there is any error resulting from an instruction made by you or on your behalf, any error resulting, directly or indirectly, from fraud or the duplication of any instruction made by you or on your behalf or the malfunction of any device or compromise of credentials used by you to deliver instructions, and that the Adrena Group may act upon those instructions without any liability or responsibility attaching to it;
26. that you will fairly and promptly report all income associated with your activity on the Site pursuant to applicable Laws and pay any and all taxes thereon; and
27. that you will accurately and promptly inform the Adrena Group if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

9. DISCLOSURES; DISCLAIMERS

1. The Adrena Group is an informational site for the Adrena Protocol. The Adrena Group does not operate an exchange platform or offer trade execution or clearing services and has no oversight, involvement, or control concerning your transactions using the Interface. All transactions between users of the Interface are executed peer-to-peer directly between the users’ blockchain addresses through a third-party developed open-source smart contract.
2. You are responsible for complying with all Applicable Laws that govern your Derivative Products (as defined below). As a result of restrictions under the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), no U.S. Person may enter into Perpetual Contracts using the Interface.
3. You understand that the Adrena Group is not registered or licensed by any regulatory agency or authority. No such agency or authority has reviewed or approved the use of the Site or the Interface.
4. You agree that the Site and the Interface are provided on an “AS IS” and “AS AVAILABLE” basis. The Adrena Group makes no guarantees of any kind or connection with the Site or the Interface.
5. As used herein: “Derivative Products” means the derivative products available at the Site or on the Interface from time to time, including Perpetual Contracts and “Perpetual Contract” means a type of derivative contract that, unlike a traditional exchange-traded futures contract, does not have a fixed expiry date or fixed final settlement date.

10. LIMITATION OF LIABILITY

1. In no event shall the Adrena Group, its affiliates, its suppliers and contractors, and its affiliates’, suppliers’ and contractors’ respective stockholders, members, directors, officers, managers, employees, attorneys, agents, representatives, suppliers, and contractors (collectively, the “Associates”) shall be liable for any direct, indirect, incidental, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of fiat, assets, data, information, revenue, opportunities, use, goodwill, profits or other business or financial benefit) arising out of or in connection with the Site or the Interface, or other item provided by or on behalf of the Adrena Group, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we have been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder nor is the Adrena Group in any way responsible for the execution or settlement of transactions between users of the Interface.
2. In no event shall the Adrena Group’s aggregate liability arising out of or in connection with the Site or Interface exceed one thousand U.S. Dollars (USD 1,000.00).
3. To the maximum extent permitted by applicable Law, you irrevocably agree and acknowledge that no Associate assumes any liability or responsibility for and no Associate shall have any liability or responsibility for any Losses directly or indirectly arising out of or related to:

1. any breach by you of these Terms;
2. the Site, and your use of it, except as explicitly provided for in these Terms;
3. the Electronic Servicess, and your use of any of them, except as explicitly provided for in these Terms;
4. any failure by you or any Affiliate to comply with applicable Laws;
5. any information or materials available through the Electronic Services, whether originating from the Adrena Group, its Associates or any other Person;
6. the real or perceived value of any Electronic Services or Digital Assets traded or utilised on the Electronic Services;
7. any inaccurate, misleading, or incomplete statement by the Adrena Group or on the Electronic Services regarding your Digital Wallet, whether caused by the Adrena Group’s negligence or otherwise;
8. any failure, delay, malfunction, interruption, or decision (including any decision by the Adrena Group to vary or interfere with your rights) by the Adrena Group in operating the Site or providing any Electronic Services;
9. any stolen, lost, or unauthorised use of your Digital Wallet information, any breach of security or data breach related to your Digital Wallet information, or any criminal or other third-party act affecting the Adrena Group or any Associate;
10. the Adrena Group electing to support or not support a particular blockchain or protocol, any forked version of any particular blockchain or protocol or any Digital Asset resulting from a fork of a blockchain or protocol;
11. any offer, representation, suggestion, statement, or claim made about the Adrena Group, the Site, or the Interface by any Associate.

4. You hereby agree to release the Associates from liability for any and all such Losses, and you shall indemnify and save and hold the Associates harmless from and against all such Losses. To the maximum extent permitted by applicable Law, the foregoing limitations of liability, releases and indemnities shall apply whether the alleged liability or Losses are based on contract, negligence, tort, unjust enrichment, strict liability, violation of law or regulation, or any other basis, even if the Associates have been advised of or should have known of the possibility of such Losses and damages, and without regard to the success or effectiveness of any other remedies.

11. INDEMNIFICATION

You will defend, indemnify, and hold harmless the Adrena Group, its affiliates, members, member, managers, employees, attorneys, representatives, suppliers, and contractors from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to:

12. your use of or conduct in connection with the Site or the Interface;
13. your violation of these Terms; or
14. your misuse of the Site or the Interface, or any smart contract and/or script related thereto;
15. your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities;
16. your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;
17. your use of a third-party product, service, and/or website; or
18. any misrepresentation made by you. We reserve the right to assume, at your expense, the exclusive defense, and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not, in any event, settle any claim without.

12. GOVERNING LAW

1. The interpretation and enforcement of these Terms, and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to these Terms, the Site, or the Interface (including any non-contractual disputes or claims related thereto) are governed by, and shall be construed in accordance with, the laws of the British Virgin Islands.
2. Subject to the “Dispute Resolution and Arbitration” provision below, by using the Site or the Interface you irrevocably agree that the courts of the British Virgin Islands shall have exclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with the these Terms, the Site, or the Interface, you irrevocably submit to the exclusive jurisdiction of such courts.

13. DISPUTE RESOLUTION & ARBITRATION

1. The Adrena Group will use its best efforts to resolve potential disputes through informal, good faith negotiations. If a potential dispute arises, you must contact us by sending a written notice of your claim (“Notice”) to the Adrena Group on any of our official channels. The notice must:

1. describe the nature and basis of the claim; and
2. set forth the specific relief sought. Our notice to you will be similar in form to that described above.

2. If you and the Adrena Group cannot reach an agreement to resolve the claim within sixty (60) days of your email, then you and the Adrena Group agree to resolve the potential dispute according to the process set forth below.
3. Any claim or controversy arising out of or relating to the Site, the Interface, or these Terms, or any other acts or omissions for which you may contend that we are liable, including (but not limited to) any claim or controversy as to arbitrability may, at our option, be subject to binding arbitration to be held in the British Virgin Islands before a retired judge or senior lawyer to be agreed upon by you and us or, in the absence of such agreement, to be appointed by the President of the BVI Bar Association. The arbitration will be conducted in English and in accordance with the London Court of International Arbitration Rules. The arbitrator's award shall be final and binding and may be entered in or enforced by any competent court. If court action (including any kind of claim, suit or proceeding) has been initiated by you against us at or prior to the time we elect to refer the issue to arbitration as provided for under these Terms, then it is agreed that such action shall be discontinued, unless any arbitrator appointed determines that we have waived the right to such a discontinuance by participating in the action without having raised, reserved or asserted our rights under this provision.
4. Any claim arising out of or related to these Terms or the Site or the Interface must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and the Adrena Group will not have the right to assert the claim.
5. In the event of any dispute, the prevailing party shall be entitled to legal fees, expenses of litigation and/or arbitration (including expert witnesses) and costs, both in connection with obtaining and collecting any judgment and/or arbitration award, in addition to any other relief to which that party may be entitled.

14. GENERAL INFORMATION

1. Any right or remedy of the Adrena Group set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. The failure or delay of the Adrena Group in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.
2. The following sections of these Terms will survive any termination of your access to the Site or the Interface, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive: Sections 3 through 12.
3. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
4. The Adrena Group will have no responsibility or liability for any failure or delay in performance of the Site or the Interface, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, any law, order regulation, direction, action or request of the government, communications, power failure, or equipment or software malfunction.
5. You may not assign or transfer any right to use the Site, the Interface, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or part, without notice or obtaining your consent or approval.
6. These Terms contain the entire agreement between you and the Adrena Group and supersede all prior and contemporaneous understandings between the parties regarding the Interface and the Site or the Interface.
7. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.
8. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms other than the Indemnified Parties.

15. CONTACT INFORMATION

If you have any questions about these Terms, the Site, or the Interface, please get in touch with the Adrena Group on any of our official channels.

16. DEFINITIONS

In these Terms and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

“AML” means anti-money laundering, including, all Laws applicable to persons prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, Fiat, or Digital Assets, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or Economic Sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing;

“Anti-Corruption” means all Laws applicable to each Party prohibiting corruption or bribery of Government Officials, kickbacks, inducements, and other related forms of commercial corruption or bribery;

“Associates” shall have the meaning given in Section 10.1 and “Associate” shall mean any of them;

“CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;

“CTF” means counter-terrorist financing;

“Digital Assets” means any digital asset (including virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.

“Digital Wallet” means a software application (or other mechanism) that provides a means for holding, storing, and transferring Digital Assets;

“Digital Wallet Address” means an alphanumeric identifier that represents a potential destination for a Digital Asset transfer, which typically is associated with a user’s Digital Wallet;

“Economic Sanctions” means financial sanctions, trade embargoes, export or import controls, anti-boycott, and restrictive trade measures enacted, administered, enforced, or penalised by any applicable Laws;

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Electronic Services under your account.

“FATCA” means the United States Foreign Account Tax Compliance Act, as enacted by Title V, Subtitle A of the Hiring Incentives to Restore Employment Act, P.L 111-147 (2010), as amended;

“Fiat” means the money or currency of any country or jurisdiction that is:

3. designated as legal tender; and,
4. circulated, customarily used, and accepted as a medium of exchange in the country or jurisdiction of issuance;

“Government Approval” means any authorisation, license, permit, consent, approval, franchise, concession, lease, ruling, certification, exemption, exception, filing or waiver by or with any Government necessary to conduct the business of either Party or the execution, delivery and performance of the Site or any transaction entered into under these Terms;

“Government” means any national, federal, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to a government instrumentality, including any parasternal company, or state-owned (majority or greater) or controlled business enterprise;

“Government Official” means an officer or employee of any Government, a director, officer, or employee of any instrumentality of any Government, a candidate for public office, a political party or political party official, an officer or employee of a public international organisation, and any person who is acting in an official capacity for any of the foregoing, even if such person is acting in that capacity temporarily and without compensation;

“Laws” means all laws, statutes, orders, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to you;

“Prohibited Person” means:

1. any U.S. Person;
2. the Government of Venezuela;
3. citizen or resident of, Government or Government Official of, or Person in or subject to the jurisdiction of, any Prohibited Jurisdiction; and
4. any Sanctioned Person;

“Prohibited Jurisdiction” means any of: Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria, Crimea (a region of Ukraine annexed by the Russian Federation), the self-proclaimed Donetsk People’s Republic (a region of Ukraine), the self-proclaimed Luhansk People’s Republic (a region of Ukraine), the self-proclaimed Kherson People’s Republic (a region of Ukraine) and the self-proclaimed Zaporizhzhia People’s Republic (a region of Ukraine);

“Restricted Territories” means any country to which the United States, the United Kingdom, or the European Union embargoes goods or imposes similar sanctions;

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the “Sectoral Sanctions Identifications List”, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organisation or other sanctioned, restricted, or debarred party list published by the FIA, or under Economic Sanctions, AML, or CTF Laws of or by Governments applicable to the British Virgin Islands (including any sanctioned, restricted, or debarred party list under the Laws of the United Kingdom and applicable in the British Virgin Islands), United States and the United Nations;

“Sanctioned Person” refers to any person or Digital Wallet Address that is:

5. specifically listed in any Sanctions List;
6. directly or indirectly owned 50 percent or more by any person or group of persons in the aggregate, or a Digital Wallet associated with such person or persons, referred to in any Sanctions List, or Government or Government Official of any Prohibited Jurisdiction; or
7. that is subject to any Government Approval or otherwise sanctioned, restricted, or penalised under applicable Economic Sanctions, AML, or CTF Laws;

“Tax Information Exchange Laws” means Laws relating to the exchange of information relating to taxes between Governments, including FATCA and CRS;

“U.S. Citizen or U.S. Resident” includes any U.S. citizen, U.S. lawful permanent resident, protected individual under section 1324b(a)(3) of the U.S. Immigration and Nationality Act, or individual who holds a passport issued by the United States Government (i.e., a US national); and

“U.S. Person” means:

8. a U.S. Citizen or U.S. Resident;
9. a corporation, partnership, or other entity established or organised in or under the Laws of the United States;
10. any estate of a decedent who was a U.S. Citizen or U.S. Resident;
11. any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust; and (ii) one or more United States Persons have the authority to control all substantial decisions of the trust;
12. any Person organized or incorporated outside the United States and the Territory or Insular Possession of the United States in which any of the foregoing, whether singularly or in the aggregate, directly or indirectly (i) holds a 50 percent or greater equity interest by votes or value; (ii) holds a majority of seats or memberships on the board of directors of the entity; or (iii) authorizes, establishes, directs, or otherwise controls the actions, policies, personnel decisions, or day-to-day operations of the Person; or
13. any pension plan for the employees, officers or principals of a legal entity described in paragraph a corporation, partnership, or other entity established or organized in or under the Laws of the United States, unless the pension plan is primarily for foreign employees of such entity.

“Virus” means any harmful or surreptitious code with a purpose to, effect of or that could be reasonably be expected to:

1. cause any unplanned interruption of the operation of a website or computer systems;
2. unauthorised use of a website or computer systems;
3. altering, destroying, or inhibiting the use of a website, software or computer systems; or
4. block access to, or prevent the use or accessibility of a website or computer systems. Viruses include malware, trojan horses, system monitors/keyloggers, diallers, adware, and adware cookies lockup, time bomb, key lock device program, or disabling code; and

“Your Content” means content that you or any End User transfers to us for storage or hosting by the Electronic Services and any computational results that you or any End User derive from the foregoing through your use of the Electronic Services, excluding however any information submitted to a blockchain protocol for processing.