These VIA QT Terms (“Terms” or “Terms of Service”) are entered into by and between you (“you” or “your”), on the one part, and VIA Science Inc. (“VIA” “we,” “our” or “us”), on the other part, and these Terms of Service govern your use of our non-custodial digital QT (the “VIA QT”) to manage and self-custody cryptocurrency, cryptographic tokens, private keys, and other blockchain-based records tokens (“Digital Assets”). These Terms do not govern or grant you access to any other products, services, or other digital QTs offered by VIA (“VIA Services”) and, to the extent applicable, all such Via Services will be governed by separate agreements directly with you and/or agreements with separate entities to which you are providing services.

IMPORTANT NOTICE BEFORE YOU USE THE VIA QT: READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN TERMS AND CONDITIONS THAT IMPACT YOUR RIGHTS, OBLIGATIONS, AND REMEDIES IN CONNECTION WITH YOUR USE OF THE VIA QT, INCLUDING A CLASS ACTION WAIVER UNDER SECTION 11 BELOW AND AN AGREEMENT TO ARBITRATE FOR ANY DISPUTE UNDER SECTION 10 BELOW.

1. ACCEPTANCE AND ELIGIBILITY.

1.1.   Acceptance

BY ACCESSING OR USING THE VIA QT, INCLUDING THROUGH THE USE OF THIRD-PARTY SOCIAL LOGIN SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF SERVICE WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT YOU ARE NOT PROHIBITED FROM USING THE VIA QT BASED ON ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1.2 BELOW, AND THAT YOU HAVE READ AND UNDERSTAND, AND ACCEPT AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THESE TERMS IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT USE THE VIA QT.

1.2.   Eligibility

Notwithstanding anything to the contrary, you are not authorized to use the VIA QT if there are applicable legal restrictions in your country of residence that would make the use of the VIA QT unlawful. It is your sole responsibility to ensure that your use of the VIA QT is not prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected in any way by any applicable law in your country of residence or domicile. In addition, you shall not use the VIA QT if you are any of the following:

(i) A citizen, domiciled in, resident of, or physically present / located in a U.S. sanctioned jurisdiction, including, but not limited to, Iran, North Korea, Cuba, Syria, China, Afghanistan, Central African Republic (the), Congo (the Democratic Republic of the), Libya, Mali, Russia, the Crimea region of Ukraine, Somalia, Sudan, or Yemen (each an “Excluded Jurisdiction”);

(ii) An entity: (A) which is incorporated in, or operates out of, an Excluded Jurisdiction, or (B) which is under the control of one or more individuals who is/are citizens of, domiciled in, residents of, or physically present / located in, an Excluded Jurisdiction;

(iii)   An individual or entity: (A) included in the consolidated list published by the United Nations Security Council of individuals or entities subject to measures imposed by the United Nations Security Council accessible at https://www.un.org/securitycouncil/content/un-sc-consolidated-list; (B)  included in the United Nations Lists (UN Lists) or within the ambit of regulations relating to or implementing United Nations Security Council Resolutions listed by MAS and accessible at https://www.mas.gov.sg/regulation/anti-money-laundering/targeted-financial-sanctions/lists-of-designated-individuals-and-entities; or (C) included in any other applicable governmental sanctions list in any relevant jurisdiction; or

(iv)  An individual or corporate body who is otherwise prohibited or ineligible in any way, whether in full or in part, under any law applicable to such individual or corporate body from using the VIA QT.

2. CHANGES TO THESE TERMS

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service to reflect changes in applicable laws and regulatory requirements relating to the use of VIA QTs and related services or to implement technical adjustments and improvements or to respond to market requirements. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the “last updated” date. It is also your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that the Terms of Service have been updated by updating the “last updated” date at the top of these Terms. Your continued use of the VIA QT following the posting of revised Terms means that you accept and agree to the changes.

3. VIA QT ACCESS

3.1.   Limited Use Right

Subject to the terms and conditions set forth in these Terms of Service, we grant you a limited right to use the VIA QT. If any software, content, or materials owned or controlled by us are provided as part of your use, you receive a non-sublicensable, non-transferable, and non-exclusive license to reproduce the software in executable object code format only, solely to enable your personal or internal business use of the VIA QT (the “Limited License”). You may download the VIA QT and related software multiple times at no charge to install on multiple devices, provided you agree to these Terms each time.

3.2.   VIA QT Setup and Recovery Phrase

You will have a public key associated with your VIA QT; however, you are responsible for creating and maintaining your private key for the VIA QT (“Credentials”). Your Credentials are the sole means to access the Digital Assets in your VIA QT. You are solely responsible for keeping your Credentials confidential and secure, and we strongly advise you to store them safely to prevent loss of access or control over your Digital Assets. Do not share your Credentials with anyone.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WE HAVE NO LIABILITY FOR ANY ACTIVITIES RELATED TO YOUR VIA QT. YOU ACKNOWLEDGE THAT WE DO NOT STORE AND ARE NOT RESPONSIBLE FOR THE SECURITY OF YOUR CREDENTIALS. YOU AGREE TO HOLD US AND OUR AFFILIATES HARMLESS FOR ANY LOSSES RESULTING FROM YOUR LOSS OF CREDENTIALS.

3.3.   Third-Party Services and Related Functionality

You acknowledge that the VIA QT includes both proprietary technology and services provided by third parties (“Third-Party Services”). If a Third-Party Service is disrupted, the VIA QT may also be affected. We are not responsible or liable for the operation, security, or performance of any Third-Party Services, external sites, applications, resources, or their content.

Third-Party Services may include social login options from providers like Google, Apple, or Facebook. If you use a social login, the provider may share limited information with us to authenticate your access to the VIA QT. We do not control these providers' data practices; your use of social login features is subject to their privacy policies and terms. You are solely responsible for securing your credentials and understanding the privacy practices of any Third-Party Service before using social login features on the VIA QT.

3.4.   Express Use Limitations

As a condition of using the VIA QT, you represent and warrant that you will not use the VIA QT for any unlawful or prohibited purpose under these Terms or applicable laws. WITHOUT LIMITING THE FOREGOING, you agree not to:

(i)          Violate any law, regulation, or governmental policy, such as prohibited trade, gambling, fraud, money laundering, or terrorism;

(ii)         Share, lease, rent, or provide access to the VIA QT to any third party;

(iii)        Infringe, misappropriate, or violate intellectual property or other rights of any person or entity (including VIA);

(iv)       Engage in harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable conduct;

(v)        Compromise the security of any computer network, or crack any password or security code;

(vi)       Impersonate any person or entity;

(vii)      Access, copy, or store any source code of the VIA QT or Third-Party Services, or a significant portion of our content;

(viii)     Decompile, reverse engineer, or attempt to obtain source code or underlying information of the VIA QT;

(ix)       Attempt unauthorized access to, interfere with, damage, or disrupt any part of the VIA QT or related systems;

(x)        Circumvent, remove, alter, deactivate, degrade, or bypass any technological measures or content protections;

(xi)       Attack our systems VIA denial-of-service or similar attacks, or otherwise impair our ability to provide the VIA QT; or

(xii)      Introduce viruses, trojan horses, worms, logic bombs, or other malicious or harmful material.

If you become aware of or suspect unauthorized use of your VIA QT, please contact us at qt@solvewithvia.com.

3.5.   Downtime

Interruptions, errors, delays, or other deficiencies with respect to the VIA QT may occur due to a variety of factors outside of VIA’s control. You acknowledge that the VIA QT may be unavailable to you, including an inability to transact with Digital Assets connected to your VIA QT in the manner or time you intended.

3.6.   VIA QT Modifications

VIA reserves the right, in our sole discretion, to modify, suspend, or discontinue the VIA QT or any features, change fee structures or VIA QT mechanics, implement additional security measures or user requirements, and restrict access from certain jurisdictions or user categories. We may apply changes, replace, or discontinue (temporarily or permanently) any part of the VIA QT at any time in our sole discretion. We will provide reasonable notice of material changes when practicable, but you acknowledge that immediate changes may be necessary for security, legal, or operational reasons.

3.7.   Suspension of VIA QT Access

We may terminate or suspend your access to the VIA QT immediately, without notice, for violation of these Terms or applicable laws, fraudulent, abusive, or harmful conduct, security reasons or regulatory requirements, or any reason or no reason, in our sole discretion. We reserve the right to disable or modify access to any part of the VIA QT at any time in the event of any breach of these Terms, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the VIA QT being inaccessible to you at any time or for any reason. Upon termination, your right to access the VIA QT ceases immediately, but these Terms remain binding regarding prior use.

4. INTELLECTUAL PROPERTY RIGHTS

4.1.   Ownership

You acknowledge and agree that we (or, as applicable, our licensors) own all right, title, and interest in and to the VIA QT and all elements of the VIA QT, including, without limitation, all graphics, design, systems, methods, processes, architectures, structures, functions, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the VIA QT (collectively, the “VIA Materials”). The VIA Materials are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Neither your use of the VIA QT nor these Terms grant you ownership or any other rights with respect to the VIA Materials or the VIA QT, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed, subject only to the terms of the Limited License granted in these Terms; and

4.2.   Feedback

If you transmit any communication or material to us by mail, email, telephone, or otherwise through the VIA QT, suggesting or recommending changes to the VIA QT, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential, except as provided by applicable law. You hereby assign to us, on your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. To the extent any personal data is included in connection with Feedback you provide, such personal data will be processed in accordance with our privacy policy.

5. ASSUMPTION OF RISK STATEMENT

By using the VIA QT, you represent that you understand that there are risks associated with any cryptographic and blockchain technologies, including with respect to any relied upon blockchain network, Digital Assets, and any transaction in connection therewith.

6. EXPRESS DISCLAIMERS

6.1.   DISCLAIMER OF WARRANTIES

YOUR ACCESS TO AND USE OF THE VIA QT IS AT YOUR OWN RISK. THE VIA QT AND THE LIMITED LICENSE ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, VIA AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“VIA PARTIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION (i) THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE VIA QT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE VIA QT WILL BE FREE OF HARMFUL COMPONENTS, AND (v) THAT ANY ASSOCIATED DIGITAL ASSETS WILL BE COMPLETELY SECURE OR NOT OTHERWISE LOST OR ALTERED;

6.2.   LOSS AND SECURITY DISCLAIMERS

WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSSES YOU INCUR FROM USING THE VIA QT, INCLUDING BUT NOT LIMITED TO: (A) USER ERRORS (E.G., FORGOTTEN PASSWORDS); (B) SERVER FAILURES OR DATA LOSS; (C) CORRUPTED VIA QT FILES; (D) UNAUTHORIZED THIRD-PARTY ACCESS OR ATTACKS (E.G., VIRUSES, PHISHING, BRUTE FORCE); OR (E) ANY EXPLOITATION, VULNERABILITY, FAILURE, OR MALFUNCTION OF SOFTWARE (INCLUDING DECENTRALIZED APPLICATIONS, SMART CONTRACTS, OR FEATURES OF DIGITAL ASSETS).

6.3.   NO CUSTODY

THE VIA QT IS A NON-CUSTODIAL QT FOR DIGITAL ASSETS, WHICH MEANS THAT VIA IS NOT INVOLVED IN THE TRANSFERRING OF  DIGITAL ASSETS THROUGH YOUR USE OF THE VIA QT, AND THEREFORE NEVER HOLDS CUSTODY OF ANY DIGITAL ASSETS WHEN YOU USE THE RESPECTIVE VIA QT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (i) THE CONTROL OF YOUR DIGITAL ASSETS AND YOUR CREDENTIALS RELATED TO YOUR VIA QT, AND (ii) ALL ACTIVITY AND ANY RISK OF LOSS RELATED TO ANY TRANSACTION AND DIGITAL ASSET ASSOCIATED WITH YOUR VIA QT.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the VIA Parties from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to (i) actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account; (ii) your violation of the rights of or obligations to any third party, including any other user or third party; (iii) any Digital Assets you connect to your VIA QT; (iv) your use of the VIA QT, and any content or information you submit to the VIA QT; (v) your violation of any applicable law; and (vi) your negligence or willful misconduct. If we assume the defense of such a matter, you shall reasonably cooperate with us in such defense. This indemnification obligation survives termination of these Terms and your use of the VIA QT.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:

IN NO EVENT SHALL VIA PARTIES BE LIABLE FOR (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LIABILITIES WHATSOEVER, (b) ANY DAMAGES FOR LOSS OF ANY DIGITAL ASSETS, OR (c) ANY ACTION ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE VIA QT, INCLUDING BUT NOT LIMITED TO (i) ANY UNAUTHORIZED USE OF THE VIA QT; (ii) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE VIA QT (REGARDLESS OF THE SOURCE OF ORIGINATION); (iii) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; OR (iv) THEFT, TAMPERING, OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, DIGITAL ASSETS, OR DATA OR CONTENT OF ANY KIND— IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF VIA SHALL NOT EXCEED TWENTY-FIVE U.S. DOLLARS ($25.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. SOME JURISDICTIONS FURTHER DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Electronic Communications; Notices

9.1.   Consent to Electronic Communications

You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically. We may provide communications by posting on the VIA QT, sending to your registered email address (if applicable), or other reasonable forms of communication enabled by VIA, including through use of the VIA QT. By using the VIA QT, you consent to receiving electronic communications from us.

9.2.   Notice Requirements

We may give notice to you by any reasonable electronic means, which may include, but is not limited to, email or through posting prominently on our website or through the VIA QT where applicable. Notices may be given, and are deemed to be received, whether or not a notice of delivery failure is received. You may give us notices only as we direct, which may change from time to time. VIA’s authorized email address for all purposes of these Terms shall be the following: qt@solvewithvia.com.

10.  Arbitration

PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS AND DETERMINES HOW CLAIMS YOU AND VIA HAVE AGAINST EACH OTHER ARE RESOLVED.

10.1.            Disputes

The terms of this Section 10 shall apply to all Disputes between you and VIA. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy, or action between you and VIA arising under or relating to your use of the VIA QT, Digital Assets, these Terms, or any other transaction involving you, VIA, or any third party, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.

10.2.            Opt-Out

You may opt out of this arbitration agreement by sending written notice to [LEGAL EMAIL] within 30 days of first accessing the VIA QT. Your opt-out notice must include your name, address, and a clear statement of intent to opt out of arbitration.

10.3.            Dispute Notice

In the event of a Dispute, you or VIA must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to VIA must be addressed to 49R Day Street, Somerville, MA 02140 USA  (“VIA Notice Address”).

10.4.            Binding Arbitration

In the event mediation is unsuccessful, you and VIA agree: (1) to arbitrate all Disputes between you and VIA pursuant to the provisions of these Terms; (2) these Terms memorialize a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination of these Terms.

10.5.            Arbitration Procedure

If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state, provincial, territorial, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

10.6.            Arbitration Fees.

Each party shall bear its own legal fees and costs. Arbitration filing fees shall be allocated according to arbitration organization rules. Payment of all filing, administration, and arbitrator fees will be governed by the arbitration organization's rules.

11.  Class Action Waiver

EXCEPT WHERE PROHIBITED UNDER APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT IN SECTION 10 ABOVE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.

12.  GOVERNING LAW AND JURISDICTION

These Terms, and any Dispute, including those under the arbitration agreement, are governed by the laws of Massachusetts, without regard to conflict of law principles. For any disputes not subject to arbitration, the courts of Massachusetts shall have exclusive jurisdiction.

13.  General Provisions

13.1.            No Waiver of Rights

Our failure to enforce any right or provision of these Terms does not prevent any party from enforcing such right or provision in the future. A waiver of any provision is only effective if explicitly stated in writing and signed by the waiving party. Failure or delay in exercising any right, remedy, power, or privilege under these Terms does not constitute a waiver. Partial or single exercise of any right, remedy, power, or privilege does not preclude further or other exercises of the same or any other right, remedy, power, or privilege.

13.2.            Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the enforceability of any other provisions.

13.3.            Entire Agreement

These Terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

13.4.            Survival of Terms

Any terms which by their nature are intended to survive the expiration or termination of these Terms shall survive the termination or expiration of these Terms, including, but not limited to, the following provisions: Sections 1, 3.2, 3.3, 3.5, 4, 5, 6, 7, 8, 9.2, 10, 11, 12, and 13. Subject to this Section, these Terms will remain in full force and effect while you use or access the VIA QT.

13.5.            Interpretation.

Section and subsection headings in these Terms are for reference and convenience only and do not affect their meaning or interpretation. Where context requires, singular includes plural and vice versa, and any gender includes all genders. References to “including,” “includes,” or similar terms mean “without limitation." Terms like “hereunder,” “hereof,” and “hereto” refer to these Terms as a whole. Unless prohibited by law, these Terms will not be construed against the drafting party.