Terms of Service

Imperial Terms of Use

Effective Date: September 25, 2025 Version: 1.0

These Terms of Use ("Terms") constitute a binding agreement between you ("User," "you," or "your") and Imperial Labs Pte. Ltd. ("Imperial," "we," "us," or "our") regarding your access to and use of our decentralized exchange services, including any websites, applications, protocols, APIs, and related features (collectively, the "Services"). By accessing or using any part of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you are not authorized to access or use the Services.

We reserve the right to update or modify these Terms at any time at our sole discretion. Changes are effective immediately upon posting. Your continued use of the Services constitutes acceptance of the revised Terms.

In addition to these Terms, your access to and use of the Services for trading perpetual futures is subject to the rules, procedures, risk disclosures, and other information set forth in Imperial Gitbook, available at https://docs.imperial.space/. The Gitbook is hereby incorporated by reference into these Terms and forms an integral part of your agreement with us. You acknowledge and agree that you have read, understood, and will comply with the Gitbook as updated from time to time. In the event of any conflict between these Terms and the Gitbook, these Terms shall prevail unless expressly stated otherwise in the Gitbook. It is your responsibility to review the Gitbook regularly to ensure you understand the terms and conditions that apply to your use of the Services for trading perpetual futures.

Disclaimer

This website-hosted user interface (the "Interface") is a frontend software portal provided by Imperial for communicating with the Protocol (as defined below). The Interface is one of several means by which users may access the Protocol; other third-party web and mobile interfaces may also facilitate interaction with the Protocol. The Protocol itself is permissionless, autonomous, and operates independently of Imperial or any other entity, with all transactions executed directly on the blockchain via self-executing smart contracts.

THE INTERFACE AND THE PROTOCOL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOUR USE OF THE INTERFACE AND THE PROTOCOL IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IMPERIAL, ITS DEVELOPERS, CONTRIBUTORS, AFFILIATES, AND ANY OTHER PERSON OR ENTITY INVOLVED IN THE CREATION, DEPLOYMENT, OPERATION, OR MAINTENANCE OF THE INTERFACE OR THE PROTOCOL (COLLECTIVELY, THE "IMPERIAL PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, AVAILABILITY, RELIABILITY, ACCURACY, OR NON-INFRINGEMENT.

You acknowledge and agree that:

• Imperial does not control, operate, or assume responsibility for the Protocol or any transactions conducted via the protocol or related smart contracts.

• All transactions are executed automatically by smart contracts on the blockchain, which are irreversible and may be subject to errors, bugs, vulnerabilities, cyberattacks, forks, or other technological risks.

• Imperial Parties do not and cannot guarantee the functionality, security, or availability of the Interface, the Protocol, or any related smart contracts, and do not have custody or control over your digital assets, private keys, or wallet credentials.

• You are solely responsible for securing your wallet, private keys, and for verifying the legitimacy, authenticity, and suitability of any digital assets or transactions you engage in using the Interface or the Protocol.

• Imperial Parties do not provide investment, legal, tax, or other professional advice. You should consult with qualified professionals before making any financial, legal, or technical decisions related to your use of the Interface or the Protocol.

The Protocol and this Interface are not intended for, and may not be accessed or used by, any person or entity located, incorporated, established in, or a citizen or resident of the Prohibited Jurisdictions (as defined below).

By proceeding to use the Services, you confirm that you have read, understood, and accept all of the risks specified in Clause 10 (Risk Disclosures and Assumption of Risk), and that you are willing and able to bear the financial and other consequences of such risks, including the risk of total loss.

If you do not agree to these terms, do not understand or accept these risk, or are not able to make the above representations, you must not access or use the Interface, the Protocol, or any related smart contracts.

1. DEFINITIONS

1.1. Capitalized terms used in these Terms have the meanings set forth below or as otherwise defined herein:

"Anti-Money Laundering Laws" means the applicable anti-money laundering statutes of all jurisdictions, including, without limitation, all Hong Kong, Japanese, English, Singaporean and United States of America anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency.

"Anti-Bribery and Corruption Laws" means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010 or any similar laws, rules or regulations issued, administered or enforced by the United States of America, the United Kingdom, the European Union or any of its member states, or any other country or Governmental Agency having jurisdiction the User.

"DEXs" has the meaning given to the term in Clause 10 (Risk Disclosures and Assumption of Risk).

"Digital Assets" means any digital representation of value, including cryptocurrencies, tokens, or other blockchain-based assets.

"Governmental Agency" means any government or any governmental agency, semi-governmental or judicial entity or authority (including any stock exchange or any self-regulatory organisation established under statute).

"Prohibited Jurisdiction" means Belarus, the Central African Republic, The Democratic Republic of Congo, the Democratic People's Republic of Korea, the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, Cuba, Iran, Libya, Somalia, Sudan, South Sudan, Syria, the USA, Yemen, Zimbabwe.

"Protocol" means the decentralized, permissionless, and non-custodial smart contract system underlying the Services.

"Sanctioned Country" means any country or territory that is, or whose government is, the subject of Sanctions.

"Sanctioned Person" means any person that is a designated target of Sanctions or is otherwise a subject of Sanctions (including, without limitation, as a result of being (a) owned or controlled directly or indirectly by any person which is a designated target of Sanctions (or any person which is organised under the laws of, or a citizen or resident of, any country that is subject to general or country-wide Sanctions), or (b) organised under the laws of, or a citizen or resident of, any country that is subject to general or country-wide Sanctions).

"Sanctions" means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (a) the United States of America government, (b) the United Nations, (c) the European Union, (d) the United Kingdom, (e) Japan, (f) Hong Kong, (g) Singapore, or (h) the respective Governmental Agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, Her Majesty's Treasury Department and the Financial Services Agency of Japan.

"Tax" means any tax, levy, royalty, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"User Content" means any data, information, or content submitted, posted, or transmitted by you through the Services.

"Wallet" means a non-custodial digital wallet that allows you to store, send, and receive Digital Assets.

"Website" means the website located at https://imperial.space.

1.2. Clause headings are for ease of reference only.

1.3. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of these Terms.

2. DESCRIPTION OF SERVICES

2.1. Imperial provides a non-custodial platform enabling users to interact with blockchain-based protocols for trading, providing liquidity, staking, and other related activities. The Services are provided solely as a user interface to the Protocol and do not constitute brokerage, custody, or financial advisory services. All transactions are executed by smart contracts on public blockchains, and Imperial does not have custody or control over your Digital Assets at any time.

3. ACCESS AND USE OF SERVICES

3.1. To access the Services, you must use a compatible Wallet. You are solely responsible for securing your Wallet and private keys. Imperial does not have access to or control over your Wallet or Digital Assets and cannot recover lost or stolen assets.

3.2. The Services may integrate with or provide access to third-party services, platforms, or content. Your use of such third-party services is subject to their respective terms and policies, and Imperial disclaims all liability arising from your use of or reliance on any third-party services.

3.3. The Services are not available to residents of the Prohibited Jurisdictions or in any other jurisdictions in which use of the Services or the Protocol may be restricted under applicable laws.

4. REPRESENTATIONS

4.1. You make the representations and warranties in this Clause 4 on the date of your first access or use of any part of the Services and on each date on which these Terms remain in force, in each case, by reference to the facts and circumstances then existing.

4.2. You represent and warrant that:

4.2.1. you have the power to enter into these Terms and to perform your obligations hereunder;

4.2.2. you have taken all necessary action to authorize such entry and performance;

4.2.3. these Terms constitute a legal, valid, and binding obligation enforceable against you in accordance with its terms;

4.2.4. you have the power to own your assets and carry on your business as it is being conducted;

4.2.5. the transactions contemplated in these Terms are not prohibited by law or other authority in your jurisdiction of residence;

4.2.6. you are not bankrupt, insolvent and are not subject to any bankruptcy or insolvency proceedings under any applicable laws;

4.2.7. you understand the nature of the obligations assumed or to be assumed by you under these Terms and the commercial and legal implications of entering into the transactions contemplated by these Terms and are entering or will enter into such transactions without being unduly influenced by any other party;

4.2.8. you are not a minor;

4.2.9. you have entered into these Terms voluntarily and without duress or undue influence;

4.2.10. you are acting as principal for your own account and not as agent or trustee or in any other capacity on behalf of any third party;

4.2.11. you are not, by reason of illness or incapacity (whether mental or physical), incapable of managing your own affairs;

4.2.12. no court in any relevant jurisdiction has made an order or appointment in respect of your mental capacity;

4.2.13. you have not breached any law or regulation;

4.2.14. you have all necessary rights to grant the license specified under Clause 7.1 (User Consent and Feedback) and that your User Content does not infringe any third-party rights or violate any law;

4.2.15. you: (a) are not a Sanctioned Person; (b) are not located, organised or resident in a Sanctioned Country; or (c) have not received notice of or are aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions.

4.2.16. no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving you with respect to the Anti-Money Laundering Laws is pending or, to the best of your knowledge, threatened;

4.2.17. you have conducted and are conducting your business in compliance with applicable Anti-Bribery and Corruption Laws;

4.2.18. you are not located in, incorporated or established in, or a citizen of any Prohibited Jurisdiction;

4.2.19. you are not required to make any deduction for or on account of Tax from any payment you may make under these Terms to Imperial; and

4.2.20. your access and use of the Services will comply with all applicable laws and regulations.

5. NEGATIVE UNDERTAKINGS

5.1. You hereby covenant and undertake that, throughout the term of these Terms, you shall not, and shall not permit any third party to, directly or indirectly:

5.1.1. violate any applicable law, regulation, or third-party rights;

5.1.2. use the Services for illegal activities, including (without limitation): (a) terrorist financing; (b) tax evasion or fraud; (c) the purchase or sale of illegal drugs, contraband, counterfeit goods or illegal weapons; (d) in violation of any Sanctions; (e) in violation of any Anti-Money Laundering Laws; or (f) in violation of any Anti Bribery and Corruption Laws;

5.1.3. engage in, or attempt to engage in, any form of market manipulation, including (without limitation) pump and dump schemes, wash trading, self-trading, front running, quote stuffing, spoofing, layering, or any other conduct designed to control or artificially affect the price or trading volume of any Digital Asset;

5.1.4. engage in any false, deceptive, misleading, derogatory, or defamatory marketing or create or publish any content that is unlawful, harmful, or inaccurate;

5.1.5. upload, transmit, or introduce any viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code or software that may affect the functionality, security, or operation of the Services, any blockchain, or any third party's systems or networks; nor attempt to hack, gain unauthorized access to, interfere with, disrupt, or circumvent the security or integrity of the Services, any user account, or any related systems, networks, or data; nor use any deep linking, web crawlers, bots, spiders, or other automatic devices, programs, scripts, algorithms, or similar manual processes to access, obtain, copy, or monitor any part of the Services, except as expressly permitted by Imperial;

5.1.6. circumvent or attempt to circumvent any restrictions or security measures;

5.1.7. use any technology or mechanism, such as a virtual private network (VPN), to circumvent the undertakings specified in this Clause 5.

6. INTELLECTUAL PROPERTY

6.1. All rights, title, and interest in and to the Services, including but not limited to software, content, trademarks, logos, and designs, are owned by Imperial or its licensors. Subject to your compliance with these Terms, Imperial grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for their intended purpose.

6.2. You may not:

6.2.1. copy, modify, adapt, translate, reverse engineer, decompile, disassemble, reformat, frame, or create derivative works based on any part of the Services, or attempt to do any of the foregoing;

6.2.2. use, display, mirror, or frame Imperial's name, trademarks, logos, or proprietary information, or the layout and design of any page or form contained on a page, without Imperial's express written consent; and

6.2.3. infringe, misappropriate, or otherwise violate the intellectual property rights of Imperial or any third party.

7. USER CONSENT AND FEEDBACK

7.1. By submitting or posting any User Content through the Services, you acknowledge and agree that Imperial may use, copy, modify, display, and distribute such content for the purpose of operating, improving, and promoting the Services.

7.2. Any feedback, suggestions, or ideas you provide to Imperial may be used by Imperial without restriction or compensation to you.

8. FEES AND PAYMENT

8.1. You agree to pay all applicable fees and charges in connection with your use of the Services, as set out on our website, platform, or in any relevant product documentation (the "Fee Schedule"). Fees may include, but are not limited to, transaction fees, platform fees, performance fees, withdrawal fees, dormant account fees, and any other charges as may be specified from time to time. The calculation method, applicable rates, and timing of each fee will be described in the Fee Schedule or otherwise communicated to you.

8.2. We reserve the right, at our sole discretion, to introduce, change, modify, discontinue, or otherwise amend any fees, charges, or the Fee Schedule at any time, with or without prior notice to you, unless otherwise required by law. Any such changes will be effective upon posting on our website or platform, or as otherwise communicated to you. Your continued use of the Services after any such change constitutes your acceptance of the updated fees.

8.3. All fees and charges are non-refundable, except as required by applicable law or as otherwise determined at our sole discretion.

8.4. You are solely responsible for all costs and expenses associated with your use of the Services, including but not limited to blockchain network fees (e.g., gas fees), third-party service fees, bank charges, and any other costs incurred in connection with your transactions or use of the Services. We are not responsible for, and shall have no liability with respect to, any such third-party fees or costs.

8.5. Our failure to enforce any provision of this Clause 8 shall not be deemed a waiver of our right to do so at any time.

8.6. The terms of this Clause 8 shall survive the termination or expiration of your use of the Services.

9. TAXES

9.1. All payments to be made, or amounts to be satisfied, by you to Imperial shall be made or satisfied (as applicable) free and clear of and without deduction or withholding for or on account of tax.

9.2. If you are required to make a deduction or withholding for or on account of tax from a payment under these Terms (a "Tax Deduction"), the sum payable by you (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that Imperial receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

9.3. Without prejudice to Clause 9.2, if Imperial is required to make any payment of or on account of tax on or in relation to any sum received or receivable under these Terms (including any sum deemed for the purposes of tax to be received or receivable by Imperial whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against Imperial, you shall promptly indemnify Imperial against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

9.4. You are solely responsible for determining, collecting, reporting, and remitting all applicable taxes, duties, levies, tariffs, and other governmental charges arising from the use of the Services.

9.5. Company shall have no responsibility or liability for determining whether any taxes apply to your activities or for collecting, reporting, or remitting any taxes arising from any transaction or use of the Services.

9.6. Company reserves the right to withhold or deduct at source any taxes due under applicable law and to report any activity to relevant tax authorities as required.

10. RISK DISCLOSURES AND ASSUMPTION OF RISK

10.1. By accessing or using decentralized exchange services, you acknowledge and accept that such services are experimental, highly technical, and subject to significant risks. Decentralized exchanges ("DEXs") operate using blockchain-based smart contracts and protocols, which are not controlled or operated by any single entity. The following risks, among others, are inherent in the use of DEXs:

10.1.1. Smart Contract and Technology Risks. DEXs rely on smart contracts, which are self-executing code deployed on public blockchains. These contracts may contain vulnerabilities, bugs, or errors that could be exploited by malicious actors, resulting in the loss, theft, or irretrievability of your digital assets. While some protocols undergo security audits, no audit can guarantee the absence of vulnerabilities. You are solely responsible for conducting your own due diligence and understanding the technical risks before interacting with any smart contract or protocol.

10.1.2. Irreversibility of Transactions. Transactions executed on blockchains are immutable and irreversible. Once a transaction is confirmed, it cannot be modified, reversed, or deleted. If you send assets to an incorrect address or engage in a fraudulent or erroneous transaction, it may not be possible to recover your funds.

10.1.3. Wallet Security. You are solely responsible for the security of your digital asset wallets and private keys. Loss or compromise of your private keys may result in the permanent loss of access to your assets. Imperial does not have access to your private keys and cannot recover lost assets.

10.1.4. Third-Party Risks. DEXs may integrate with or rely on third-party services, such as wallet providers, oracles, or data feeds. The failure, malfunction, or compromise of any third-party service may result in loss of assets or disruption of services. Imperial disclaims all liability for losses arising from third-party services.

10.1.5. Network and Protocol Risks. The underlying blockchain networks are open source and subject to sudden changes, including forks, upgrades, or attacks (such as 51% attacks, Sybil attacks, or denial-of-service attacks). Such events may disrupt the operation of the DEX, result in loss of assets, or render assets inaccessible.

10.1.6. Regulatory Risks. The regulatory environment for digital assets, decentralized finance, and related activities is rapidly evolving and uncertain. Changes in laws, regulations, or enforcement actions may impact your ability to use DEX services, result in restrictions, or require the suspension or discontinuation of services.

10.1.7. Market and Liquidity Risks. Digital assets and tokens traded on DEXs are subject to extreme price volatility and may experience rapid and substantial fluctuations in value. Some tokens may be illiquid or subject to manipulation, including but not limited to "rug pulls," wash trading, or pump-and-dump schemes. There is no guarantee of the availability of buyers or sellers for any asset at any time.

10.1.8. Unvetted and Counterfeit Tokens. Anyone can create and list tokens on a DEX, including tokens that are counterfeit, fraudulent, or misrepresent their underlying value or project. You are solely responsible for verifying the legitimacy, authenticity, and functionality of any token before trading.

10.1.9. Composability and Interoperability Risks. DEXs may interact with other decentralized protocols, such as lending platforms or yield aggregators. This composability can amplify risks, as failures or vulnerabilities in one protocol may cascade and affect others.

10.2. In addition to the general risks above, trading futures contracts and other leveraged products on decentralized or centralized platforms involves substantial additional risks:

10.2.1. Leverage and Margin Risks. Futures trading is highly leveraged, meaning you can control a large position with a relatively small amount of capital. While leverage can amplify gains, it also magnifies losses, and you may lose more than your initial deposit. You are responsible for monitoring your positions and maintaining sufficient margin to avoid liquidation.

10.2.2. Liquidation Risk. If the value of your position moves against you and your margin falls below required maintenance levels, your position may be automatically liquidated without notice. Liquidation may occur at unfavorable prices, resulting in significant or total loss of your capital.

10.2.3. Volatility and Price Risk. The prices of digital assets underlying futures contracts are highly volatile and may experience sharp, unpredictable movements. Sudden market events, illiquidity, or manipulation can result in rapid losses.

10.2.4. Counterparty and Credit Risk. In some decentralized futures protocols, your counterparty may fail to maintain sufficient collateral, resulting in partial or total loss of your expected returns. Protocols may use insurance funds or auto-deleveraging mechanisms, but these do not guarantee full protection against losses.

10.2.5. Operational and Systemic Risks. Futures trading platforms, whether decentralized or centralized, may experience outages, technical failures, or attacks that prevent you from entering, modifying, or closing positions. Such events may result in losses or missed opportunities.

10.2.6. Funding and Fee Risks. Perpetual futures contracts may require you to pay or receive funding fees at regular intervals. High funding rates in volatile markets can make it costly to maintain positions over time.

10.2.7. No Investment Advice. All trading decisions are made solely by you. No information provided by the service, its affiliates, or any third party constitutes investment, legal, tax, or other professional advice. You are responsible for conducting your own research and seeking independent advice as appropriate.

10.3. By using the Services, you expressly acknowledge, understand, and agree that:

10.3.1. you are solely responsible for evaluating the risks and suitability of any transaction or service in light of your own financial circumstances, objectives, and risk tolerance; and

10.3.2. you assume all risks associated with the use of blockchain technology, smart contracts, decentralized protocols, and digital asset trading, including the risk of total loss of your assets.

11. LIMITATION OF LIABILITY

11.1. To the maximum extent permitted by applicable law, in no event shall Imperial, its affiliates, directors, officers, employees, contractors, agents, developers, or any party involved in the creation, deployment, operation, or maintenance of the user interface, the Protocol, or any related smart contracts (collectively, the "Company Parties") be liable to you or any third party for any loss, damage, or injury of any kind, whether direct, indirect, special, incidental, exemplary, consequential, or punitive, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of use, loss of business, loss of goodwill, system failure or malfunction, or any other intangible losses, arising out of or in connection with: (a) your access to and use of, or inability to access or use, the user interface, the Protocol, or any related smart contracts; (b) any conduct or content of any user or third party on or via the user interface or the Protocol; (c) any unauthorized access to and use of the user interface, the Protocol, your account, or your digital assets; (d) any interruption, suspension, modification, discontinuance, or unavailability of the user interface or the Protocol; (e) any bugs, viruses, trojan horses, malicious code, or other harmful components transmitted to or through the user interface or the Protocol by any third party; (f) any errors, omissions, defects, delays, or inaccuracies in the user interface, the Protocol, or any information provided therein; (g) any transactions, instructions, or operations effected by you or purported to be effected by you through the user interface or the Protocol; (h) any decision made or action taken by you in reliance on the user interface, the Protocol, or any information provided therein; or (i) any other matter relating to the user interface, the Protocol, or these terms.

11.2. This limitation of liability applies regardless of the form of action, whether based in contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory, and whether or not the Company Parties have been advised of or should have known of the possibility of such damages.

11.3. In no event shall the aggregate liability of the Company Parties to you for all claims arising out of or relating to these terms, the user interface, the Protocol, or any related smart contracts exceed the greater of one hundred U.S. dollars (USD $100) or the amount you have paid, if any, to Company for the use of the user interface or the Protocol in the twelve (12) months preceding the event giving rise to the claim.

11.4. The foregoing limitations and exclusions of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages, so some of the above limitations may not apply to you. To the extent that applicable law does not permit the Company Parties to disclaim certain warranties or limit certain liabilities, the scope and duration of such warranties and the extent of the Company Parties' liability shall be the minimum permitted under such law.

11.5. Under no circumstances shall any Company Party be required to deliver to you any digital asset, token, or virtual currency as damages, make specific performance, or provide any other remedy or relief other than monetary damages expressly limited as provided above. If you base your calculation of damages in any way on the value of any digital asset, token, or virtual currency, you and the Company Parties agree that the calculation shall be based on the lowest value of such digital asset, token, or virtual currency during the period between the accrual of the claim and the award of damages.

11.6. You acknowledge and agree that you use the user interface and the Protocol at your own risk, and that the Company Parties shall not be liable for any losses, damages, or claims arising out of or in connection with your use of or inability to use the user interface or the Protocol.

12. INDEMNIFICATION

12.1. To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Imperial, its affiliates, subsidiaries, parent companies, and each of their respective past, present, and future officers, directors, employees, contractors, agents, representatives, service providers, licensors, successors, and assigns from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

12.1.1. your access to, use or misuse of the Services;

12.1.2. your violation of these Terms, any applicable law or the rights of any third party;

12.1.3. your User Content;

12.1.4. any third party claim arising from your trading activities or User Content; and/or

12.1.5. any failure to comply with any tax or regulatory obligations.

12.2. Imperial reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with Imperial in defending such claims.

12.3. The indemnity under this Clause 12 is in addition to any other remedies available to Imperial and shall survive termination of these Terms.

13. SUSPENSION AND TERMINATION

13.1. Imperial may, at its sole discretion and without notice or liability, suspend, restrict, or terminate your access to all or part of the Services at any time for any reason, including for any violation of these Terms, suspected illegal activity, or to comply with applicable law.

13.2. Notwithstanding suspension or termination of your access to and use of the Services, these Terms shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under these Terms.

13.3. You may terminate your use of the Services at any time by discontinuing access. Upon termination, all provisions of these Terms which by their nature should survive will remain in effect.

14. GOVERNING LAW

14.1. These Terms and any non-contractual obligations arising out of or in connection with it are governed by English law.

15. DISPUTE RESOLUTION

15.1. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules (the "Rules"), which Rules are deemed to be incorporated by reference into this clause.

15.2. The number of arbitrators shall be one.

15.3. The seat, or legal place, of arbitration shall be London, United Kingdom.

15.4. The language to be used in the arbitral proceedings shall be English.

15.5. This Clause 15 shall be governed by English law.

16. MISCELLANEOUS

16.1. Assignment.

16.1.1. You may not assign or transfer these Terms or any rights or obligations hereunder without [Companys]'s prior written consent.

16.1.2. Imperial may freely assign or transfer these Terms.

16.2. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect

16.3. Entire Agreement. These Terms constitute the entire agreement between you and Imperial regarding the Services and supersede all prior or contemporaneous agreements.

16.4. Notices. Imperial may provide notices to you via electronic means, including posting on the Services or via email.

16.5. Force Majeure.

16.5.1. Imperial shall not be liable for any delay or failure to perform any obligation under these Terms to the extent such delay or failure is caused by any event or circumstance beyond its reasonable control ("Force Majeure Event"). Force Majeure Events include, but are not limited to: acts of God; fire; flood; earthquake; tornado; hurricane; epidemic or pandemic; war; terrorism; civil unrest; riot; strike or other labor dispute (other than those involving Imperial's own employees); acts or regulations of any governmental or supra-national authority; embargoes; nationalization; the suspension, closure, or failure of any third-party service provider, exchange, custodian, or network; technical failures in transmission, communication, or computer facilities; power failures; failure or malfunction of any equipment, software, or internet or blockchain network; hacking, cyberattacks, or other malicious acts; and any other event or circumstance, whether or not similar to the foregoing, that is beyond the reasonable control of Imperial.

16.5.2. Upon the occurrence of a Force Majeure Event, Imperial shall be excused from performance for the duration of the Force Majeure Event and for such period thereafter as may be reasonably necessary to remedy the effects thereof. Imperial shall not be required to provide notice of the occurrence or cessation of a Force Majeure Event, but may do so at its sole discretion.

16.5.3. Imperial shall have no liability for any loss, damage, cost, or expense arising out of or in connection with any delay or failure to perform due to a Force Majeure Event, and shall not be required to deliver any digital asset, currency, or other property as damages or specific performance in connection with any such event.

17. REGULATORY AND COMPLIANCE DISCLOSURES

17.1. Imperial does not hold any licences or authorisations and is not otherwise registered with any regulatory authority in respect of the Services.

17.2. You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations in your jurisdiction.

18. PRIVACY AND DATA USE

18.1. Your use of the Services is subject to our Privacy Policy, which describes how we collect, use, and share your information.

18.2. By using the Services, you consent to the collection and use of your information as described in the Privacy Policy.

19. UPDATES AND MODIFICATIONS

19.1. Imperial reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without notice or liability. It is your responsibility to review these Terms periodically.

20. CONTACT INFORMATION

20.1. For questions, support, or legal notices, please contact us at:

[email protected]