# Terms of Use

Last Updated: December 28, 2025

**IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 12. PLEASE READ THE AGREEMENT CAREFULLY.**

UniPro Technology Limited (“UniPro”, “we”, “us”, or “our”) is the owner of unisat.io. With a focus on utilizing decentralized technologies, such as Bitcoin, our software is powering a revolution in commerce and finance and helping to optimize business processes. UniPro hosts a top level domain website, UniSat.io, that serves information regarding UniSat and our offerings, as well as sub-domains for our product offerings (the top level domain with the sub-domains collectively referred to as the “Sites”), which include text, images, audio, code and other materials or third party information.

These Terms of Use (the “Terms,” “Terms of Use” or “Agreement”) contain the terms and conditions that govern your access to and use of the Sites and Services (as defined below) provided by us and is an agreement between us and you or the entity you represent (“you” or “your”). Please read these Terms of Use carefully before using the Sites or Services. By using the Sites, or clicking a button or checkbox to accept or agree to these Terms where that option is made available, or completing an Order form for Services, or, if earlier, using or otherwise accessing the Services (the date on which any of the events listed above occur being the “Effective Date”), you (1) accept and agree to these Terms and any additional terms, rules and conditions of participation issued by UniPro from time to time and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy. If you do not agree to the Terms, then you may not access or use the Services.

You represent to us that you are lawfully able to enter into contracts. Accordingly, you represent that (1) you are of the age of majority in your jurisdiction and have full legal authority to agree to and abide by this Agreement on behalf of yourself and any company/entity; and (2) you will not be accessing the Services in a jurisdiction where such Services are not permitted, restricted or illegal. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 14 for definitions of certain capitalized terms used in this Agreement.

You represent and warrant that neither you, the legal entity you represent, nor any person(s) owning or controlling you or such legal entity, is located in, established under the laws of, or resident of any jurisdiction identified as a restricted region in our Restricted Jurisdictions Policy (the “Policy”). You further represent and warrant that none of the foregoing is listed on any sanctions lists outlined in the Policy, including but not limited to the United Nations Security Council, OFAC, the European Union, or other competent authorities as detailed therein.

We may not offer all Services in all markets or jurisdictions. We reserve the right, at our sole discretion, to construe, limit, or modify the scope of Services provided in any jurisdiction at any time, and to determine your eligibility to access or use the Sites and Services in accordance with the Policy. You acknowledge that such determinations may affect your access to or use of the Sites and/or Services. If you fail to meet these eligibility requirements, we may, at our discretion, temporarily or permanently suspend, restrict, or terminate your access to the Sites and/or Services.

**1. The Services.**

1.1 Generally. You may access and use the Services in accordance with this Agreement. You agree to comply with the terms of this Agreement and all laws, rules and regulations applicable to your use of the Services. When you use the Services, there may be separate terms, related business rules, etc. for your use of each specific Service (the “**Specific Service**”).

1.2 Services and Access. UniPro offers a number of products (each a “**Service**”) under the UniSat brand or brands owned by us. These include UniSat and others. Services are accessed through the Sites, unless otherwise agreed in writing or otherwise offered. Access to or use of the Services (or any features within the Services) may be restricted or limited depending on the region or country. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for users.

1.3 Third-Party Content. In certain Services, Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content determined in the sole discretion of such third parties, which terms and conditions may include separate fees and charges.

1.4 Third-Party Services. When you use our Services, you may also be using the services of one or more third parties (the “**Third-Party Services**”). Your use of these Third Party Services may also be subject to the separate policies, terms of use, and fees of these third parties (such terms and conditions for Third-Party Content and Third-Party Services are collectively referred to “**Third-Party Terms**”). Any dealings you have with third parties while using our Services are between you and the third parties. We will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

1.5 Third-Party Disclaimer. We do not verify, curate, or control Third-Party Content or Third-Party Services. As a result, we do not guarantee, endorse, or recommend such content to any or all users of the Services, or the use of such content or services for any particular purpose. Your access to, rely upon or use of any Third-Party Content or Third-Party Services is at your own risk. UniPro disclaims all responsibility and liability for any Losses on account of your reliance upon or use of such content or services. We do not warrant that the Third-Party Terms will be consistent and same as the terms in this Agreement, and it is your responsibility to understand the Third-Party Terms. We have no responsibility for Third-Party Content or Third-Party Services that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable to you or under the law in your jurisdiction. The choice to rely on Third-Party Content or to use a Third-Party Service is your own, and you are solely responsible for ensuring that your reliance or use is in compliance with all applicable laws. Dealing or correspondence with any third party that provides such content or services is solely between you and that third party. We reserve the right to change, suspend, remove, disable, or impose access restrictions or limits on the access to any Third-Party Content or use of any Third-Party Service at any time without notice.

1.6 Incentive Programs. During your use of any of our Services, we may provide certain incentives for completing specific activities to enhance user experience or other objectives. The eligibility criteria and incentive metrics for such incentives will be as detailed in the relevant Service or UniPro official documentation. We reserve the exclusive right to modify, adjust, suspend, or terminate any incentive program at any time, including but not limited to the frequency and standards for obtaining incentives and may or may not give notice to you in relation to the modification, adjustment, suspension, or termination. We also reserve the right to interpret and construe the eligibility criteria, incentive metrics, and the terms in relation to the incentive program. You fully acknowledge and agree that such incentives do not constitute investment advice provided by UniPro to users and UniPro assumes no responsibility for your reliance upon such incentives.

1.7 No custody. UniSat Wallet is a non-custodial wallet, meaning we do not have access to the security key that permits your access to the funds in your wallet, no matter as part of the Services or Third-Party Services. Your relationship with the provider of this non-custodial wallet is governed by the applicable terms of service (for UniSat Wallet, this Agreement applies; for third-party wallets, the terms of service of such third parties determined in their sole discretion shall apply). We have no custody, control, or access to your wallet’s contents in any event. You are solely responsible for safeguarding your digital assets and the encrypted private keys corresponding to your wallet. If any infringement of the wallet or digital assets arises directly or indirectly from your breach of these terms, we shall bear no liability for any claims, damages, Losses, or liabilities resulting therefrom.

1.8 General Disclaimer. We disclaim any warranty that the Services will be free from disruption, interception, corruption, interruption or loss of transmissions, suspension, unavailability, delay, malfunction, breakdown, inadequacy or failure of systems, hardware or software, and failure by any supported blockchain network to transfer rewards or for the loss, destruction, or transfer of rewards to the incorrect wallet address. For clarity, you acknowledge and agree that the Services are provided on an “as-is” basis; and we shall not be liable for any Losses you may suffer or incur arising out of or in connection with the use of the Services to the maximum extent permitted by laws of the jurisdiction where the Services are provided.

**2. Changes.**

2.1 To the Services. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We will notify you of any material change to or discontinuation of the Services in the means we consider appropriate within thirty (30) days of the relevant material change or discontinuation of the Services.

2.2 To this Agreement. We reserve the right, in our sole discretion, to modify or replace any part of this Agreement (including any Policies) at any time, and all modifications will be effective when they are posted whether or not you are aware of such modifications. Notwithstanding Section 2.1 above, it is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using all of our Services.

**3. Your Responsibilities.**

3.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we and our affiliates are not responsible for unauthorized access to your account, including any access that occurred as a result of fraud, phishing, or other criminal activity perpetrated against you by third parties.

3.2 Your Use. You will ensure that your use of the Services does not violate any applicable law. You are solely responsible for your use of the Services.

3.3 Your Security and Backup. You are responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup your accounts and Your Content in a manner that will provide appropriate security and protection, which might include use of encryption.

3.4 Prohibited Activity.

1. Cyberattack. Any activity that attempts to disrupt, damage, or gain unauthorized access to computer systems, networks, devices, or IT infrastructure, including but not limited to deploying viruses, malware, or denial-of-service attacks.
2. Fraud and Misrepresentation. Any deliberate act to deceive or provide false, inaccurate, or misleading information with the intent to unlawfully obtain property, benefits, or cause harm to us or third parties.
3. Data Mining or Scraping. Any unauthorized use of automated tools (e.g., bots, scrapers, crawlers) to collect, extract, or replicate data or content from the Sites without explicit permission.
4. Sale of Stolen Property. Any transaction involving items known or reasonably believed to be stolen, fraudulently obtained, acquired without authorization, or derived from illegal activities.
5. Objectionable Content. Any activity that solicits information from minors under 18, or involves content that is abusive, harassing, violent, defamatory, obscene, discriminatory, privacy-invasive, or otherwise illegal.
6. Any Other Unlawful Conduct. You represent that your access and use of any of our Services will fully comply with all applicable laws and regulations, and that you will not access or use any of our Services to conduct, promote, or otherwise facilitate any illegal activity.

**4. Fees and Payment.**

4.1 Network Fees and Service Charges. Blockchain transactions require payment of transaction fees to the relevant network (“Gas Fees”). Unless explicitly stated otherwise in UniPro's other offer terms, you shall bear all Gas Fees incurred for transactions initiated through any of our Services. Additionally, the Specific Services provided by us may be subject to fees, which shall be governed by the specific terms of the applicable product/service. UniPro reserves the right to interpret, construe, adjust, and modify our policies of service fees and other charges, including introducing new service fees and/or charges in our sole discretion.

4.2 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. We reserve the right to withhold taxes where required.

**5. Temporary Suspension.**

5.1 Generally. We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we determine:

1. your use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services or the systems of any other user, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent and unlawful;
2. you are, or any End User is, in breach of this Agreement;
3. you are in breach of your payment obligations under Section 4 and such breach continues for 30 days or longer; or
4. for entities, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding bearing the meaning under the laws applicable to such entities.

5.2 Effect of Suspension. If we suspend your right to access or use any portion or all of the Services:

1. you remain responsible for all fees and charges you incur during the period of suspension; and
2. you will not be entitled to any service credits for any period of suspension.

5.3 You shall bear any Losses resulting from the aforementioned temporary suspension measures, and we shall not be liable for such Losses.

**6. Proprietary Rights.**

6.1 Your Content. Depending on the Service, you may share Content with us. Except as provided in this Section 6, we obtain no rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of Your Content to provide the Services to you.

6.2 Service Offerings License. We or our licensors own all right, title, and interest in and to the Services, 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: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use Our Content solely in connection with your permitted use of the Services. Except as provided in this Section 6.2, you obtain no rights under this Agreement from us, our affiliates or our licensors to the Service Offerings, including any related intellectual property rights. Unless otherwise expressly stated, all open-source code provided by UniPro (including but not limited to any open-source components, libraries, tools, or sample code made available through the Services) and ad-hoc libraries without explicitly specified licensing terms (collectively referred to as "Our Open-Source Code") are licensed under the MIT License. Your use of Our Open-Source Code constitutes your acceptance of and agreement to comply with the terms of the MIT License.

6.3 License Restrictions. Neither you nor any End User will use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly 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 Services (except to the extent Content included in the Services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services (except to the extent applicable law doesn’t allow this restriction), (c) access or use the Services 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 us in writing, or (e) resell or sublicense the Services unless otherwise agreed in writing. You will not use Our Marks unless you obtain our prior written consent. 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.

6.4 Suggestions. If you provide any Suggestions to us or our affiliates, we and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Suggestions.

**7. Indemnification.**

7.1 General.

1. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any liabilities, damages (actual and consequential), Losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation) arising out of or relating to any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body concerning: (i) breach of this Agreement or violation of applicable law by you; (ii) your access or use of the Services, (iii) your negligent or willful misconduct, (iv) your violation of any right of a third-party, and (v) a dispute between you and any of your customers or users. You will reimburse us for costs and expenses, including, without limitation, reasonable legal and accounting fees associated with aforesaid (i) to (v).
2. Subject to the limitations in Section 10 below, we will defend, indemnify, and hold harmless you and your employees, officers, directors, and representatives from and against any Losses arising out of or relating to any claim concerning our material and intentional breach of this Agreement. We will reimburse you for reasonable attorneys’ fees and expenses associated with the claims described in this paragraph.

7.2 Intellectual Property.

1. Subject to the limitations in this Section 7, you will defend UniPro, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
2. Subject to the limitations in this Section 7 and Section 10 below, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
3. Neither party will have obligations or liability under this Section 7.2 arising from infringement by your combinations of the Services with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your use of the Services after we have notified you to discontinue such use. The remedies provided in this Section 7.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

7.3 Process. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

**8. Brand and Marketing Authorization**

If you are an enterprise or business user accessing our API Services, you hereby irrevocably grant us and our affiliates a non-exclusive, worldwide, royalty-free license, during the term of your use of the Services, to use, reproduce, display, and distribute your name, trademarks, logos, and other brand features that you provide or make available in connection with your use of the Services, solely for UniPro’s marketing, promotional, customer reference, and partner showcase purposes.

Such use shall not imply any endorsement or partnership beyond your use of the Services. We will not materially alter your brand features and will use them in accordance with any written brand guidelines you provide, where reasonably practicable.

You agree to release and hold harmless UniPro, its directors, officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, costs, or expenses arising out of or related to UniPro’s authorized use of the Customer Brand Assets as permitted under this section.

**9. Disclaimers; Risk.**

9.1 DISCLAIMER. THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

9.2 RISKS.

OUR SERVICES RELY ON EMERGING TECHNOLOGIES, SUCH AS BITCOIN. BY ACCESSING AND USING ANY OF OUR SERVICES, YOU ACKNOWLEDGE, AGREE TO, AND ASSUME THE FOLLOWING RISKS AND MATTERS:

1. YOU POSSESS SUFFICIENT FINANCIAL SOPHISTICATION AND TECHNICAL EXPERTISE TO COMPREHEND THE INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS;
2. YOU HAVE A FUNCTIONAL UNDERSTANDING OF THE OPERATION AND TECHNICAL INTRICACIES OF DIGITAL ASSETS SUCH AS BITCOIN (BTC) AND OTHER DIGITAL ASSETS;
3. YOU FULLY ACKNOWLEDGE THAT MARKETS FOR DIGITAL ASSETS ARE NASCENT AND SUBJECT TO EXTREME VOLATILITY DUE TO RISK FACTORS INCLUDING, WITHOUT LIMITATION: ADOPTION RATES, SPECULATIVE ACTIVITY, TECHNOLOGICAL VULNERABILITIES, CYBERSECURITY THREATS, AND REGULATORY DEVELOPMENTS, AND ASSUME FULL RESPONSIBILITY FOR THE LOSS IN INVESTMENT;
4. SOME SERVICES ARE SUBJECT TO INCREASED RISK THROUGH YOUR POTENTIAL MISUSE OF THINGS SUCH AS PUBLIC/PRIVATE KEY CRYPTOGRAPHY. BY USING THE SERVICES YOU EXPLICITLY ACKNOWLEDGE AND ACCEPT THESE HEIGHTENED RISKS;
5. TO THE EXTENT OUR SERVICES INCORPORATE OPEN-SOURCE CODE, ANY THIRD-PARTY USE OF SUCH CODE SHALL BE AT THE USER’S SOLE RISK. WE DISCLAIM ALL LIABILITY, WHETHER EXPRESS OR IMPLIED, FOR TECHNICAL FLAWS, SECURITY VULNERABILITIES, OR FITNESS FOR PURPOSE IN ANY OPEN-SOURCE COMPONENTS IN PARTICULAR, ANY OPEN-SOURCE CODE PROVIDED BY US (INCLUDING AD-HOC LIBRARIES WITHOUT AN EXPLICITLY STATED LICENSE) IS LICENSED UNDER THE MIT LICENSE, WHICH EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITIES. USERS SHOULD REVIEW AND COMPLY WITH THE TERMS OF THE MIT LICENSE;
6. ANY ASSETS INSCRIBED, SWAP, TRANSFERRED, OR MANAGED THROUGH OUR SERVICES ARE NOT CONTROLLED, CUSTODIED, OR OTHERWISE ADMINISTERED BY US. WE EXPRESSLY DISCLAIM ANY AFFILIATION WITH, OR LIABILITY FOR, THE LEGALITY, VALUATION, OR TECHNICAL INTEGRITY OF SUCH ASSETS, AND ASSUME NO RESPONSIBILITY IN CONNECTION THEREWITH;
7. THIRD PARTIES MAY IMPERSONATE OFFICIAL ACCOUNTS, DISTRIBUTE PHISHING LINKS, OR PROMOTE FRAUDULENT SCHEMES TO INDUCE PRIVATE KEY DISCLOSURE OR UNAUTHORIZED TRANSACTIONS;
8. SERVICE INTERRUPTIONS, CYBERATTACKS, OR PROTOCOL-LEVEL FAILURES MAY RESULT IN IRREVERSIBLE ASSET LOSS;
9. YOU HAVE THE SOLE RESPONSIBILITY IN SECURING BACKUP OF YOUR ACCOUNTS AND YOUR CONTENT, FAILURE OF WHICH MAY CAUSE ASSET LOSS; AND
10. EVOLVING LEGISLATIVE OR ENFORCEMENT ACTIONS ACROSS JURISDICTIONS MAY MATERIALLY IMPACT SERVICE AVAILABILITY OR ASSET VALUATION.

**10. Limitations of Liability.**

IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES, WHETHER SUCH DAMAGES RESULT FROM ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, ANY SERVICES, OR FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF ANY SERVICES OR INFORMATION CONTAINED THEREIN, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS FOR DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE RELATED SERVICES, REGARDLESS OF THE FORM OF ACTION, EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100.00).

THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

**11. Governing Law.**

This Agreement, your use of the Sites and the Services, and any dispute, controversy, difference or claim arising out of or relating to this Agreement, or your use of the Sites and the Services, including the existence, validity, interpretation, performance, breach or termination of this Agreement or any dispute regarding non-contractual obligations arising out of or relating to them (“Dispute”) shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to any conflict of laws principles.

**12.Binding Arbitration and Class Action Waiver.**

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

12.1 Any Dispute shall be first resolved through good faith negotiations. You must inform us of the Dispute by sending an email to contact legal @unisat.io. If no settlement is reached within sixty (60) days of our first email to commence the negotiations, the Dispute shall be resolved exclusively by arbitration in accordance with Sections 12.1.1 and 12.1.2 below.

12.1.1 Binding Arbitration. Any Dispute will be exclusively resolved by binding arbitration as provided in this Section 12.

12.1.2 Any Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English. The fees and expenses of the arbitral tribunal shall be determined on the basis of \[Schedule 2/ Schedule 3] of these Rules. The arbitration shall take place in Hong Kong, unless both you and us mutually agree on an alternative location.

12.2 Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

**13. Miscellaneous.**

13.1 Assignment. You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 13.1 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for us as a party to this Agreement and we are fully released from all of our obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successors and assigns.

13.2 Entire Agreement and Modifications. This Agreement incorporates the Policies (e.g., Privacy Policy), by reference and is the entire agreement between you and us regarding the subject matter of this Agreement. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document shall prevail. For the Specific Services, there may be additional terms (“**Special Terms**”). When users use the relevant services, the Special Terms will automatically apply and take effect concurrently with these Terms. In the event of any conflict between the Special Terms and these Terms, the Special Terms shall prevail. Any modification to the terms of this Agreement may only be made in writing.

13.3 Force Majeure. Neither party nor their respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to acts of God, utilities or other telecommunications failures, cyber attacks, earthquake, storms or other elements of nature, pandemics, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Eligibility. If you are under the age of majority in your jurisdiction of residence, you may use the Sites or Services only with the consent of or under the supervision of your parent or legal guardian.

NOTICE TO PARENTS AND GUARDIANS: By granting your minor permission to access the Sites or Services, you agree to these Terms of Use on behalf of your minor and represent to us that you are lawfully able to enter into contracts according to this Agreement. You are responsible for exercising supervision over your minor’s online activities. If you do not agree to these Terms of Use, do not let your minor use the Sites or Services.

13.5 Notice.

1. To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Sites; or (ii) sending a message to the email address then associated with your account; or (iii) other public or official communication channels. Notices we provide by posting on the Sites or through any public or official communication channels will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
2. To Us. To give us notice under this Agreement, you must contact us at: contact <legal@unisat.io>, or through other official communication channels. You are responsible for ensuring that such notice is effectively delivered and that we have acknowledged its receipt.

13.6 No Third-Party Beneficiaries. Except as otherwise set forth herein, this Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement.

13.7 No Waivers. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

13.8 No Investment Advice. The Content available on the Sites or Services is not professional, legal, business, investment, or any other advice related to any financial product, and is not an offer or recommendation or solicitation to buy or sell any particular digital asset or to use any particular investment strategy.

13.9 Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

13.10 Notice and Procedure for Making Claims of Copyright Infringement. If you are a copyright owner or agent of the owner, and you believe that your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, please provide us a written notice at the address below with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Services;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
7. You can reach us at: contact legal @ unisat.io, or through other official communication channels.

**14. Definitions.**

“Acceptable Use Policy” means the policy set forth below, as it may be updated by us from time to time. You agree not to, and not to allow third parties to, use the Services:

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 harmful activity or infringing, offensive or harmful 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 Services, or the equipment used to provide the Services, by customers, authorized resellers, or other authorized users;
6. to disable, interfere with or circumvent any aspect of the 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 Services, or any interfaces provided with the Services, to access any other product or service in a manner that violates the terms of service of such other product or service.

“Account Information” means information about you that you provide to us in connection with the creation or administration of your account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your account.

“Content” means software (including machine images), data, text, audio, video or images and any documentation.

“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 Service Offerings under your account.

“Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).’

“Our Content” means any Content that we offer in connection with the Services.

“Our Marks” means any trademarks, service marks, service or trade names, logos, and other designations of UniPro and our affiliates or licensors that we may make available to you in connection with this Agreement.

“Order” means an order for the Services executed through an order form directly with UniSat, or through a cloud vendor, such as Amazon Web Services, Microsoft Azure, or Google Cloud.

“Policies” means this Agreement, the Acceptable Use Policy, Privacy Policy, any supplemental policies or addendums applicable to any Service as provided to you, and any other policy or terms referenced in or incorporated into this Agreement, each as may be updated by us from time to time.

“Privacy Policy” means the privacy policy located at <https://unisat.io/privacy-policy.html> (and any successor or related locations designated by us), as it may be updated by us from time to time.

“Service” means each of the services, including UniSat and any other features, tools, materials, or services offered from time to time, including our network infrastructure, by us or our affiliates.

“Service Offerings” means the Services, Our Content, Our Marks, and any other product or service provided by us under this Agreement. Service Offerings do not include Third-Party Content or Third-Party Services.

“Suggestions” means all suggested improvements to the Service Offerings that you provide to us.

“Third-Party Content” means Content made available to you by any third party on the Sites or in conjunction with the Services.

“Your Content” means Content that you or any End User transfers to us for processing, storage or hosting by the Services in connection with your account and any computational results that you or any End User derive from the foregoing through your use of the Services. Your Content does not include Account Information.

[Archive of Previous Terms](https://unisat.io/legal-archive.html)
