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Centurion Labs Terms of Service

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These Terms of Service (the "Agreement") explain the terms and conditions by which you may access and use the Products provided by Centurion Labs (referred to herein as "Centurion Labs," "we," "our," or "us"). The Products include, but are not necessarily limited to: (a) a website-hosted user interface located at https://app.centurion.exchange (the "Interface" or "App"), (b) our mobile wallet application (the "Centurion Wallet"), and (c) any other products and services that link to this Agreement (together with the Interface, App, and Centurion Wallet, the "Products"). You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use any of our Products and should not use them.

To access or use any of our Products, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction (for example, 18 years old in the United States) and have the full right, power, and authority to enter into and comply with this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Interface. If you are entering into this Agreement on behalf of an entity, you represent that you have the legal authority to bind such entity.

You further represent that you are not: (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury), or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States. Finally, you represent that your access and use of any of our Products will fully comply with all applicable laws and regulations, and that you will not access or use any of our Products to conduct, promote, or otherwise facilitate any illegal activity.

NOTICE: This Agreement contains important information, including a binding arbitration provision and a class action waiver, both of which impact your rights as to how disputes are resolved. Our Products are only available to you, and you should only access any of our Products, if you agree completely with these terms.

1. Our Products

1.1 The Interface

The Interface provides a web- or mobile-based means of access to decentralized protocols on various public blockchains, including but not limited to Ethereum, that allows users to transact in certain compatible digital assets.

The Interface is distinct from the Centurion Protocol and is one, but not the exclusive, means of accessing the Protocol. The Protocol itself comprises open-source or source-available self-executing smart contracts deployed on public blockchains. Centurion Labs does not control or operate the Protocol on any blockchain network. By using the Interface, you understand that you are not buying or selling digital assets from us and that we do not operate any liquidity pools on the Protocol or control trade execution on the Protocol.

When traders pay fees for trades, those fees consist of: (i) any protocol fees that may be enabled by protocol governance, and (ii) liquidity provider fees that accrue directly to liquidity providers to the Protocol. As a general matter, Centurion Labs is not a liquidity provider into Protocol liquidity pools, and liquidity providers are independent third parties. Deployments on various networks may rely on cross-chain bridges, which allow assets native to one blockchain to be transferred to another blockchain. Please note that digital assets that have been bridged or wrapped to operate on other blockchain networks (including blockchains compatible with the Ethereum Virtual Machine and networks commonly referred to as Layer 2 solutions) are distinct from the original mainnet asset.

To access the Interface, you must use non-custodial wallet software, which allows you to interact with public blockchains. Your relationship with that wallet provider is governed by applicable terms of service (with respect to the Centurion Wallet, this Agreement; and with respect to a third-party wallet, the applicable terms of service of such third party). We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Interface, you agree to be bound by this Agreement and all terms incorporated herein by reference.

1.2 The Centurion Wallet

The Centurion Wallet allows you to: (a) store digital assets; (b) link to third-party decentralized exchanges ("DEXs") and third-party decentralized applications; (c) view addresses and information that are part of digital asset networks and broadcast transactions; (d) participate in DEX trades and associated DEX activity; and (e) use any additional services that we may add to the Centurion Wallet from time to time.

1.3 Subdomains

The Centurion Wallet may allow you to claim a subdomain that will become your username associated with your wallet address. Your username and profile information, including your bio, profile picture, linked social media accounts, and transaction history, may be public and accessible by anyone. You may claim a limited number of usernames per device.

You may not select a username that misappropriates or infringes the intellectual property rights of others, and you may not impersonate another person or entity. Purchasing, selling, or renting a username or profile is strictly prohibited. Username squatting is also prohibited and may result in reassignment. You also understand and agree that if you change your username, your old username may no longer be available.

We reserve the right to revoke access to your username at our discretion without notice. Access may be revoked if you violate these terms, violate the law, or engage in behavior that harms our service. Offensive names may also be revoked. We may also revoke your username to comply with a legal requirement or court order.

1.4 Access through Third-Party Partners

We may make certain Products, including access to liquidity services and data, accessible or usable through interfaces, products, or services provided by third-party partners, such as exchanges and trading platforms (each a "Third-Party Partner"). You agree that your use of the Products through a Third-Party Partner is still subject to this Agreement.

1.5 Support Chatbot

As part of our support experience, Centurion Labs may make available a support chatbot powered by AI technologies ("Support Chatbot") to assist with general questions, educational information, and navigation support related to the Products. You understand and acknowledge that the Support Chatbot is an automated system and may generate responses that are inaccurate, incomplete, or outdated. The Support Chatbot does not provide legal, financial, investment, or tax advice. You agree not to rely on output from the Support Chatbot as a substitute for professional advice or your own independent judgment.

By using the Support Chatbot, you consent to the processing of your queries and interactions for purposes of providing support and improving our services. Do not submit confidential, personal, or sensitive information through the Support Chatbot. We do not guarantee the accuracy, legality, or applicability of any responses or content made available by the Support Chatbot. Centurion Labs may retain conversation transcripts for quality assurance and product development in accordance with our Privacy Policy.

1.6 Continuous Clearing Auction ("CCA")

The Interface may provide access to Continuous Clearing Auctions ("CCA"), a permissionless protocol that third parties may use to distribute tokens and seed liquidity on liquidity pools on the Protocol. Any CCA made accessible through the Interface is executed solely by smart contract, and the terms of any CCA (including the digital assets involved and auction parameters) are determined by applicable smart contracts and by the third parties that deploy or configure them (the "Token Team"). Centurion Labs is not your broker, intermediary, agent, or advisor in connection with any CCA, and does not owe any fiduciary duties to you in connection with your participation in any CCA.

You understand and agree that Centurion Labs does not create, own, or control any digital assets made available through a CCA and does not act for any Token Team. When you place a bid or otherwise participate in a CCA, you are acquiring tokens directly from the Token Team and/or pursuant to applicable smart contracts. You acknowledge and agree that Centurion Labs is not the seller, underwriter, or issuer of any tokens distributed through a CCA, and is not a party to any agreement between you and any Token Team.

Centurion Labs does not conduct due diligence or make representations about any token, CCA, or Token Team, and does not provide legal, financial, investment, or tax advice.

The Interface may display ongoing and upcoming CCAs and related information using automated, objective criteria. The order and presentation of CCAs and any related information do not constitute a recommendation, endorsement, or solicitation by Centurion Labs regarding any token or project. Token- and CCA-related information shown through the Interface may be provided by Third-Party Services and/or the Token Team and is for informational purposes only. Centurion Labs does not verify such information and makes no assurances, representations, or warranties, express or implied, regarding the accuracy, completeness, or sufficiency of such information, and will have no liability for inaccuracies.

The Interface may also display token price, FDV (fully diluted valuation), or other estimated metrics derived automatically from onchain auction data. Such metrics may change as bids change and may not reflect the final clearing price or actual market value. You should independently evaluate whether to participate in any CCA and assess risks before transacting. Centurion Labs does not guarantee ongoing liquidity or a market for any token distributed through a CCA, or that any token will maintain a specific price level after a CCA concludes.

Participation in a CCA may require locking your bids in a smart contract until the auction concludes, and you may not be able to access those assets during that time. The asset used to bid may be volatile and may fluctuate significantly during the auction, and you assume the risk of resulting losses.

You must not participate in any CCA in a manner that is unfair, abusive, manipulative, or illegal in any way. If you receive information that may constitute inside information in connection with any CCA, you may not participate in that CCA and you must not unlawfully disclose that information to another person.

Certain CCAs may require identity verification, compliance checks, or other conditions imposed by the Token Team and implemented through third-party services or smart contract hooks. If you access such third-party services through the Interface, your use will be subject to the third party's applicable terms and privacy policy, and Centurion Labs is not responsible for such services or any information you provide to them.

1.7 Other Products

We may from time to time offer additional products, and such additional products shall be considered a Product as used herein, regardless of whether the product is specifically defined in this Agreement.

1.8 Third-Party Services and Content

Our Products may include integrations, links, or other access to third-party services, sites, technology, APIs, content, and resources (each a "Third-Party Service"). Your access and use of Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or technology platforms of their providers.

You agree to comply with all terms, conditions, and policies applicable to Third-Party Services integrated with or made available through the Products. You acknowledge that Third-Party Services are owned by their respective licensors, and you agree not to take any action that would violate applicable ownership or intellectual property rights in those services.

You, and not Centurion Labs, are responsible for all costs and charges associated with your use of Third-Party Services. Centurion Labs enables Third-Party Services merely as a convenience, and integration or inclusion does not imply endorsement or recommendation. Any dealings you have with third parties while using our Products are between you and the third party. Centurion Labs is not 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.

Some Third-Party Services may provide us with access to information that you have provided to third parties, and we will use, store, and disclose such information in accordance with our Privacy Policy. For more information about Third-Party Services and related data handling, please see our Privacy Policy.

Centurion Labs has no control over and is not responsible for Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or the privacy practices of Third-Party Services. If you have questions regarding third-party processing of personal information, review the third party privacy policies before using such services.

2. Modifications of this Agreement or our Products

2.1 Modifications of this Agreement

We reserve the right, in our sole discretion, to modify this Agreement from time to time. If we make material modifications, we will notify you by updating the date at the top of the Agreement and by maintaining a current version at https://centurion.exchange/terms-of-service. All modifications will be effective when posted, and your continued access to or use of any Product will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications, you must immediately stop accessing and using all Products.

2.2 Modifications of our Products

We reserve the following rights, which do not constitute obligations: (a) with or without notice, to modify, substitute, eliminate, or add to any Product; and (b) to review, modify, filter, disable, delete, and remove any content and information from any Product.

3. Intellectual Property Rights

3.1 IP Rights Generally

We own all intellectual property and other rights in each Product and its contents, including but not limited to software, text, images, trademarks, service marks, copyrights, patents, designs, and look and feel. This intellectual property is available under our copyright licenses and Trademark Guidelines. Subject to this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use our Products solely in accordance with this Agreement.

You agree that you will not use, modify, distribute, tamper with, reverse engineer, disassemble, or decompile any Product for any purpose other than as expressly permitted by this Agreement. Except as set forth in this Agreement, we grant you no rights to any Product, including intellectual property rights.

You understand and acknowledge that the Protocol is not a Product and we do not control the Protocol.

By using any Product, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content (including text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, and data) that you post on or through a Product for our current and future business purposes, including to provide, promote, and improve services. You also grant us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any intellectual property rights you own or control to use, copy, modify, and create derivative works based on suggestions or feedback for any purpose.

You represent and warrant that you have obtained all rights, licenses, consents, permissions, power, and authority necessary to grant the rights granted herein for any material that you list, post, promote, or display on or through a Product. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights unless you have necessary permission or are otherwise legally entitled to post the material and grant us the license described above, and that the content does not violate law.

3.2 DMCA Complaints

Centurion Labs will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to alleged or actual infringement by content made available through the Products. A notification of alleged copyright or trademark infringement should be submitted to the Centurion Labs Help Center.

You must use the Help Center form to ensure required information is included in your notice. Your notice must include:

If you believe that content removed (or to which access was disabled) is not infringing, or that you have authorization from the intellectual property owner, the owner agent, or pursuant to law, to upload and use the removed content, you may submit a written counter-notice to us.

3.3 Third-Party Resources and Promotions

Our Products may contain references or links to third-party resources, including information, materials, products, or services we do not own or control. Third parties may also offer promotions related to your access and use of our Products. We do not approve, monitor, endorse, warrant, or assume responsibility for such resources or promotions. If you access such resources or participate in promotions, you do so at your own risk, and this Agreement does not apply to your dealings with third parties. You expressly release us from liability arising from use of such resources or participation in such promotions.

3.4 Additional Rights

We reserve the right to cooperate with law enforcement, court or government investigations or orders, or third parties requesting or directing that we disclose content or information you provide.

4. Your Responsibilities

4.1 Prohibited Activity

You agree not to engage in, or attempt to engage in, any of the following prohibited activity in relation to your access and use of the Interface:

4.2 Trading

You agree and understand that: (a) all trades you submit through our Products are unsolicited and solely initiated by you; (b) you have not received investment advice from us in connection with any trade; and (c) we do not conduct suitability review of trades you submit.

4.3 Non-Custodial and No Fiduciary Duties

Each Product is purely non-custodial, meaning we do not have custody, possession, or control of your digital assets at any time. You are solely responsible for custody of cryptographic private keys to your digital asset wallets and should never share wallet credentials or seed phrases. We accept no responsibility for, or liability to you, in connection with your use of a wallet and make no representations or warranties regarding how Products will operate with any specific wallet. You are solely responsible for any wallet, and we are not liable for any acts or omissions by you related to a compromised wallet. For the avoidance of doubt, references to a "wallet" include the Centurion Wallet.

This Agreement is not intended to, and does not, create or impose fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and to the extent such duties may exist at law or in equity, those duties are irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations we owe are those expressly set out in this Agreement.

4.4 Compliance and Tax Obligations

One or more Products may not be available or appropriate for use in your jurisdiction. By accessing or using any Product, you agree that you are solely and entirely responsible for compliance with all laws and regulations that may apply to you. Your use of our Products or the Protocol may result in tax consequences, including income or capital gains tax, value-added tax, goods and services tax, or sales tax in certain jurisdictions.

It is your responsibility to determine whether taxes apply to transactions you initiate or receive and, if so, to report and/or remit the correct tax to the appropriate authority.

4.5 Gas Fees

Blockchain transactions require payment of transaction fees to the applicable network ("Gas Fees"). Except as otherwise expressly set forth in another offer by Centurion Labs, you are solely responsible for Gas Fees for any transaction initiated via any Product.

4.6 Release of Claims

You expressly agree that you assume all risks in connection with your access and use of any Product. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or relating to your use of any Product. If you are a California resident, you waive the benefits and protections of California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

5. DISCLAIMERS

5.1 ASSUMPTION OF RISK -- GENERALLY

BY ACCESSING AND USING ANY OF OUR PRODUCTS OR ANY THIRD-PARTY SERVICES, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF DIGITAL ASSETS SUCH AS ETHER (ETH), STABLECOINS, AND OTHER DIGITAL TOKENS (INCLUDING TOKENS FOLLOWING THE ERC-20 STANDARD).

YOU UNDERSTAND THAT MARKETS FOR DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO FACTORS INCLUDING ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND YOU ACCEPT THE RISK THAT YOU MAY TRADE THOSE OR OTHER TOKENS BY MISTAKE. SO-CALLED STABLECOINS MAY NOT BE AS STABLE AS THEY CLAIM TO BE, MAY NOT BE FULLY OR ADEQUATELY COLLATERALIZED, AND MAY BE SUBJECT TO PANICS AND RUNS.

YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS AUTOMATICALLY EXECUTE AND SETTLE, AND BLOCKCHAIN TRANSACTIONS ARE IRREVERSIBLE WHEN CONFIRMED. YOU ACKNOWLEDGE THAT THE COST AND SPEED OF TRANSACTING WITH BLOCKCHAIN SYSTEMS SUCH AS ETHEREUM ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU ALSO ACKNOWLEDGE THE RISK OF TRADING IN EXPERT MODES, WHICH MAY EXPOSE YOU TO SIGNIFICANT PRICE SLIPPAGE AND HIGHER COSTS.

IF YOU ACT AS A LIQUIDITY PROVIDER TO THE PROTOCOL THROUGH THE INTERFACE, YOU UNDERSTAND THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL VALUE WHILE SUPPLIED TO THE PROTOCOL DUE TO TOKEN PRICE FLUCTUATIONS IN A TRADING PAIR OR LIQUIDITY POOL.

YOU UNDERSTAND THAT WE DO NOT CREATE, OWN, OR OPERATE CROSS-CHAIN BRIDGES AND WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SAFETY OR SOUNDNESS OF ANY CROSS-CHAIN BRIDGE, INCLUDING USE FOR PROTOCOL GOVERNANCE.

IN SUMMARY, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR THESE VARIABLES OR RISKS, DO NOT OWN OR CONTROL THE PROTOCOL, AND CANNOT BE HELD LIABLE FOR RESULTING LOSSES YOU EXPERIENCE WHILE ACCESSING OR USING ANY PRODUCT. ACCORDINGLY, YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL RISKS OF ACCESSING AND USING THE INTERFACE TO INTERACT WITH THE PROTOCOL.

5.2 NO WARRANTIES

EACH PRODUCT AND ANY THIRD-PARTY SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND THIRD-PARTY SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT YOUR USE OF PRODUCTS IS AT YOUR OWN RISK.

WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO PRODUCTS OR THIRD-PARTY SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT INFORMATION IN PRODUCTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT PRODUCTS OR THIRD-PARTY SERVICES WILL BE FREE FROM ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL ELEMENTS. NO ADVICE, INFORMATION, OR STATEMENT WE MAKE CREATES ANY WARRANTY CONCERNING PRODUCTS OR THIRD-PARTY SERVICES. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES.

WITHOUT LIMITING THE FOREGOING, CENTURION LABS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO TOKENS OR AUCTIONS MADE AVAILABLE THROUGH THE INTERFACE (INCLUDING TOKENS DISTRIBUTED THROUGH A CCA), INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SIMILARLY, THE PROTOCOL IS PROVIDED "AS IS," AT YOUR OWN RISK, AND WITHOUT WARRANTIES OF ANY KIND. ALTHOUGH WE MAY HAVE CONTRIBUTED TO INITIAL CODE, WE DO NOT PROVIDE, OWN, OR CONTROL THE PROTOCOL, WHICH RUNS AUTONOMOUSLY VIA SMART CONTRACTS DEPLOYED ON VARIOUS BLOCKCHAINS. UPGRADES AND MODIFICATIONS MAY BE MANAGED IN A COMMUNITY-DRIVEN WAY by holders of governance tokens (including CTR). NO DEVELOPER OR ENTITY INVOLVED IN CREATING THE PROTOCOL WILL BE LIABLE FOR CLAIMS OR DAMAGES ASSOCIATED WITH YOUR USE OR INABILITY TO USE THE PROTOCOL, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, CRYPTOCURRENCIES, TOKENS, OR OTHER VALUE.

WE ALSO CANNOT GUARANTEE THAT ANY NFTS VISIBLE THROUGH OUR PRODUCTS WILL ALWAYS REMAIN VISIBLE OR AVAILABLE TO BUY, SELL, OR TRANSFER.

ANY PAYMENTS OR FINANCIAL TRANSACTIONS YOU ENGAGE IN ARE PROCESSED VIA AUTOMATED SMART CONTRACTS. ONCE EXECUTED, WE HAVE NO CONTROL OVER THOSE PAYMENTS OR TRANSACTIONS, NOR THE ABILITY TO REVERSE THEM.

5.3 NO INVESTMENT ADVICE

WE MAY PROVIDE INFORMATION ABOUT TOKENS IN OUR PRODUCTS SOURCED FROM THIRD-PARTY DATA PARTNERS. WE MAY ALSO PROVIDE WARNING LABELS FOR CERTAIN TOKENS. THIS INFORMATIONAL MATERIAL DOES NOT MAKE TRADES IN THOSE TOKENS SOLICITED, AND WE ARE NOT ATTEMPTING TO INDUCE YOU TO MAKE A PURCHASE.

ALL INFORMATION PROVIDED THROUGH OUR PRODUCTS IS FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE OR A RECOMMENDATION THAT A TOKEN IS A SAFE OR SOUND INVESTMENT. YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ACTION BASED ON INFORMATION IN OUR PRODUCTS. BY PROVIDING TOKEN INFORMATION FOR CONVENIENCE, WE DO NOT MAKE INVESTMENT RECOMMENDATIONS OR OPINE ON THE MERITS OF ANY TRANSACTION OR OPPORTUNITY. YOU ALONE ARE RESPONSIBLE FOR DETERMINING WHETHER ANY INVESTMENT, STRATEGY, OR RELATED TRANSACTION IS APPROPRIATE FOR YOU BASED ON YOUR OBJECTIVES, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.

6. Indemnification

You agree to hold harmless, release, defend, and indemnify Centurion Labs, our affiliates, and our and our affiliates' officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the "Centurion Parties") from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

We will provide notice to you of such claim, suit, or proceeding. We reserve the right to assume exclusive defense and control of any matter subject to indemnification under this section, and you agree to cooperate with reasonable requests assisting our defense. You may not settle or compromise any claim against a Centurion Party without our written consent.

7. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL WE, ANY CENTURION PARTIES, OR ANY THIRD-PARTY SERVICES BE LIABLE TO YOU FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, ANY PRODUCT OR THIRD-PARTY SERVICE.

WE ARE NOT RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF PRODUCTS, THIRD-PARTY SERVICES, OR INFORMATION THEREIN, WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR:

WE HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR CLAIMS OR DAMAGES ARISING FROM PAYMENTS OR TRANSACTIONS YOU ENGAGE IN THROUGH PRODUCTS OR THIRD-PARTY SERVICES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE DO NOT PROVIDE REFUNDS FOR PURCHASES MADE ON OR THROUGH PRODUCTS.

NEITHER WE NOR PROVIDERS OF THIRD-PARTY SERVICES MAKE WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD-PARTY SERVICES, THEIR OPERATORS, INFORMATION ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR, AND ASSUME ALL RISK ARISING FROM, YOUR USE OF THIRD-PARTY SERVICES, WEBSITES, APPLICATIONS, OR RESOURCES. WE ARE NOT LIABLE FOR DAMAGES ARISING OUT OF SOFTWARE, PRODUCTS, SERVICES, OR INFORMATION OFFERED OR PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH PRODUCTS.

SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF LIABILITY FOR PERSONAL INJURY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED ONE HUNDRED U.S. DOLLARS (USD $100.00), OR EQUIVALENT LOCAL CURRENCY.

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

8. Governing Law, Dispute Resolution, and Class Action Waiver

8.1 Governing Law

You agree that the laws of the State of New York, without regard to conflict-of-law principles, govern this Agreement and any Dispute between you and us. You further agree that each Product is deemed based solely in the State of New York, and that availability in other jurisdictions does not give rise to personal jurisdiction in forums outside New York. The parties acknowledge that this Agreement evidences interstate commerce. Any arbitration conducted under this Agreement is governed by the Federal Arbitration Act. You agree that federal and state courts of New York County, New York are the proper forum for appeals of an arbitration award or court proceedings if this Agreement's binding arbitration clause is found unenforceable.

8.2 Dispute Resolution

We will use best efforts to resolve potential disputes through informal, good-faith negotiations. If a dispute arises, you must contact us by email at legal@centurion.exchange so we can attempt to resolve it without formal dispute resolution. If no informal resolution is reached within sixty (60) days of your email, you and we agree to resolve the dispute according to the process below.

Any claim or controversy arising out of or relating to any Product, this Agreement, or any acts or omissions for which you contend we are liable, including questions of arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that all Disputes must be resolved by binding arbitration.

Arbitration will be confidential before a single arbitrator selected pursuant to JAMS rules, including where applicable JAMS Mass Arbitration Procedures and Guidelines. Arbitration will be held in New York, New York, unless both parties agree otherwise. Unless we agree otherwise, the arbitrator may not consolidate your claims with claims of any other party. Any judgment on an award may be entered in any court of competent jurisdiction. If for any reason a claim must proceed in court rather than arbitration, you waive any right to jury trial, and claims may be brought only in a U.S. federal district court or New York state court located in New York County, New York.

8.3 Class Action and Jury Trial Waiver

You must bring all Disputes against us in your individual capacity and not as a plaintiff or class member in any purported class action, collective action, private attorney general action, or other representative proceeding. This provision applies to class arbitration. You and we both waive the right to demand a jury trial.

8.4 California Users

If you are a California consumer using our Products primarily for personal, family, or household purposes, arbitration terms are modified as follows:

  1. Any claim arising in California will be arbitrated or adjudicated in California and under California substantive law.
  2. If your claim qualifies for small claims court, you will have the option to resolve it there instead of arbitration.
  3. Arbitration proceedings will allow depositions and discovery subject to arbitrator approval, consistent with California Code of Civil Procedure 1283.05.

9. Miscellaneous

9.1 Entire Agreement

These terms constitute the entire agreement between you and us with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous written and oral agreements, communications, and understandings relating to the subject matter.

9.2 Assignment

You may not assign or transfer this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or transfer without consent is null and void. We may freely assign or transfer this Agreement. Subject to the foregoing, this Agreement binds and inures to the benefit of the parties and their successors and permitted assigns.

9.3 Rewards

In connection with your historic or current use of one or more Products, we may provide incentives, prizes, or rewards for completing activities, such as completing a number of transactions ("User Rewards"). Details regarding criteria for earning rewards will be described within the applicable Product or official Centurion Labs documentation.

Upon satisfaction of criteria and subject to compliance with rewards terms, this Agreement, and applicable law, to be determined exclusively by Centurion Labs, we or an applicable Third-Party Partner will use commercially reasonable efforts to transfer earned rewards to the digital wallet you designate or connect to the Product. We reserve the right to change, modify, discontinue, or cancel rewards programs (including frequency and criteria) at any time without notice.

9.4 Not Registered with the SEC or Any Other Agency

We are not registered with the U.S. Securities and Exchange Commission as a national securities exchange or in any other capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate execution or settlement of trades, which occur on public distributed blockchains. As a result, we do not (and cannot) guarantee market best pricing or best execution through our Products or routing features. Any reference in a Product to "best price" does not constitute a representation or warranty about pricing available through such Product, on the Protocol, or elsewhere.

9.5 Notice

We may provide notice under this Agreement using commercially reasonable means, including public communication channels. Notices provided through public channels are effective upon posting.

9.6 Severability

If any provision of this Agreement is determined invalid or unenforceable under applicable rule, law, or regulation of any local, state, or federal agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and the validity or enforceability of any other provision of this Agreement will not be affected.