Terms of Use

These Terms of Use (these "Terms") govern your access to and use of the products and services made available by Perpetual Motion Labs, Inc, a British Virgin Islands business company, together with its affiliates ("Khalani", "we", "us", or "our"), including without limitation the websites operated by Khalani at khalani.xyz, khalani.network, tokenflight.ai, and embed.tokenflight.ai, and any subdomains, user interfaces, dashboards, widgets, embeddable components, documentation portals, hosted application programming interfaces, software development kits, smart contracts, mobile or desktop applications, and related tools, products, or services that link to or reference these Terms (collectively, the "Services"). Without limiting the foregoing, the Services include Khalani's settlement and coordination infrastructure for crosschain and multi-provider transactions, and the consumer-facing and embeddable products marketed under the TokenFlight name.

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONTAIN A MANDATORY BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 17, WHICH AFFECT YOUR LEGAL RIGHTS. THESE TERMS ALSO CONTAIN A BROAD DISCLAIMER OF WARRANTIES (SECTION 13) AND A LIMITATION OF LIABILITY (SECTION 15).

By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy (referenced in Section 5). If you do not agree to these Terms, you may not access or use the Services.

1.Eligibility and Restricted Persons

1.1Age and authority

You must be at least the age of majority in your jurisdiction (and in any event at least 18 years old) to access or use the Services. By using the Services, you represent and warrant that you meet this requirement and that you have the full right, power, and authority to enter into and comply with these Terms. If you use the Services on behalf of a legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, and references to "you" include that entity.

1.2Sanctions and restricted jurisdictions

You represent and warrant that you are not:

• the subject of economic or trade sanctions administered or enforced by any governmental authority (including, without limitation, the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, His Majesty's Treasury, or any other applicable governmental authority), or otherwise designated on any list of prohibited or restricted parties;
• located, ordinarily resident, organized, established, or domiciled in any jurisdiction subject to comprehensive sanctions or embargoes (including, as examples, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, or Luhansk regions of Ukraine), or in any other jurisdiction where access to or use of the Services is prohibited; or
• using the Services in violation of applicable export controls, sanctions laws, anti-money laundering laws, counter-terrorist financing laws, tax laws, or similar laws.

You agree not to use a virtual private network, proxy, mixer, anonymizing service, or other means to conceal your location, identity, or the origin or nature of digital assets, or to access the Services in a manner that violates these restrictions.

1.3Prohibited industries

You may not use the Services in connection with any illegal activity or in connection with businesses that offer illegal or controlled products or services (including, without limitation, illegal gambling, unlicensed prediction markets, human trafficking, illicit narcotics, weapons trafficking, child sexual abuse material, or other unlawful activities).

1.4Khalani's discretion

Khalani may, in its sole discretion, refuse, restrict, suspend, or terminate access to the Services for any person, entity, jurisdiction, or geographic region, at any time, without notice and without liability.

2.Overview of the Services

2.1What the Services provide

The Services may, among other things, enable you or third parties to:

• discover pricing, route, capability, and policy information (including quotes, execution plans, and intent specifications) for digital asset swaps, trades, transfers, payments, and crosschain or multi-provider transactions;
• generate, receive, sign, or submit transaction data, signed messages, and intents intended for submission to blockchain networks or to third-party providers;
• interact with supported blockchain networks, smart contracts, market makers, validators, oracles, bridges, custodians, fiat onramp and offramp providers, payment processors, banking partners, and other third-party infrastructure to facilitate crosschain settlement, swaps, payments, and related workflows; and
• embed or integrate Khalani-provided components, widgets, application programming interfaces, or software development kits into your own products or applications.

Descriptions of the Services on our websites, in documentation, in marketing materials, or in any communication are provided for informational purposes only, are illustrative and non-binding, may not reflect the current state of the Services, and may change at any time without notice. The Services may change over time (see Section 16). We may add, remove, modify, deprecate, or discontinue any part of the Services at any time without notice and without liability.

2.2Non-custodial design; wallet control

The Services are designed to be non-custodial: we do not provide you with a hosted wallet, and we do not hold or control your wallet private keys, seed phrases, recovery phrases, or mnemonics. You are solely responsible for safeguarding your wallet, private keys, seed phrases, recovery phrases, and any credentials associated with your wallet or devices. Khalani is not a custodian, broker-dealer, exchange, money transmitter, money services business, bank, trust company, or other regulated financial institution in any jurisdiction.

Important. Some workflows may involve you sending digital assets to smart contracts, outcome deposit addresses, escrow contracts, market maker vaults, or other blockchain addresses that are part of a routing, settlement, escrow, bridging, liquidity, payment, or operational process. Such addresses and contracts may be operated by Khalani, by third parties, or jointly, and assets sent to them may be transient, held temporarily, or programmatically forwarded. You acknowledge that blockchain transactions are irreversible and that you are solely responsible for reviewing transaction details (including destination address, chain identifier, token contract, and amount) before approving or submitting any transaction.

2.3No guarantee of execution or outcomes

Any quote, estimate, route, execution plan, intent specification, capability advertisement, policy, timing, expected output amount, settlement time, fee, slippage figure, success rate, or other information provided through the Services is informational and may be stale, inaccurate, or unavailable due to market movement, block confirmation timing, maximal extractable value ("MEV") activity, slippage, third-party downtime, bridge or relayer delays, chain reorganizations, finality differences, token behavior, smart contract behavior, oracle behavior, regulatory action, or other factors. Without limitation, we do not represent, warrant, or guarantee that:

• a quoted route, execution plan, capability, or counterparty will remain available;
• a transaction will be executed, routed, settled, or finalized successfully;
• you will receive any particular amount of tokens, fiat, or other value;
• a transfer (including any crosschain transfer) will complete, or will complete within any timeframe;
• any service level, uptime, latency, throughput, settlement time, success rate, error rate, or other quantitative or qualitative measure of performance will be met;
• any audit, formal verification, security review, or bug bounty (whether performed by Khalani or any third party) is complete, accurate, or sufficient to identify all defects, vulnerabilities, or risks; or
• the Services comply with the laws of your jurisdiction or any other jurisdiction.

Any operational metric, statistic, target, benchmark, or aspirational figure published or communicated by Khalani is illustrative only, is non-binding, and shall not give rise to any obligation, warranty, or liability on the part of Khalani.

3.Your Responsibilities

3.1You are responsible for your activity

You are solely responsible for your use of the Services and for any transaction you authorize, initiate, submit, sign, or otherwise facilitate, including ensuring that:

• destination addresses are correct;
• token contract addresses are correct;
• chain identifiers, gas settings, approvals, signatures, and intent parameters are correct;
• you understand the mechanics, risks, fees, and tax consequences of the transaction you are initiating; and
• your use of the Services complies with all applicable laws, regulations, sanctions, orders, and self-regulatory requirements.

3.2No responsibility for private keys; no fiduciary duties

We will never ask you for your private keys, seed phrases, recovery phrases, or mnemonics. If you share any of the foregoing with anyone, you do so at your own risk. You acknowledge and agree that:

• we do not act as your agent, fiduciary, broker, dealer, exchange, custodian, investment adviser, financial adviser, or tax adviser;
• to the fullest extent permitted by law, we owe no fiduciary duties to you; and
• any relationship between you and Khalani is solely that of an independent contracting party, and nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Khalani.

3.3Unsolicited transactions; no advice

Any transaction you submit, sign, route, or otherwise initiate through the Services is considered unsolicited. Nothing in the Services constitutes, or should be construed as, legal, financial, investment, accounting, or tax advice, a recommendation to buy, sell, hold, or transact in any digital asset or other instrument, or a solicitation of any offer to do any of the foregoing. You should consult your own qualified professional advisers as appropriate.

3.4Developer use; API access and security

If you access the Services through application programming interfaces, software development kits, embeddable components, or other developer tools (collectively, "Developer Interfaces"):

• you are responsible for maintaining the confidentiality and security of any API credentials, keys, tokens, secrets, or authentication methods;
• you must comply with any published documentation, usage policies, rate limits, technical requirements, and integration guidelines;
• you are responsible for any activity that occurs under your credentials, including activity by your end users;
• you are responsible for ensuring that your own products, applications, and end-user experiences comply with all applicable laws (including consumer protection, sanctions, anti-money-laundering, tax, and disclosure laws), present accurate disclosures to your end users, and obtain any required consents; and
• you shall promptly notify Khalani upon becoming aware of any unauthorized access to, use of, or compromise of, the Developer Interfaces or your credentials.

3.5No resale of Services data or outputs as a stand-alone product

Any data, content, or outputs made available through the Services (including quotes, route information, execution plans, intent specifications, capability information, metadata, telemetry, analytics, and aggregated statistics) are provided for your internal use or for incorporation into your own product or application for your end users, subject to these Terms. You may not, without our prior written consent:

• resell, sublicense, redistribute, or otherwise provide the Services' data or outputs as a stand-alone product or service;
• offer a competing quote, route, settlement, intent, or coordination application programming interface or service that is primarily derived from or built upon the Services;
• expose the Services' outputs to third parties outside your own product in a manner that effectively redistributes the Services; or
• use the Services or any data therefrom to train, develop, evaluate, or improve any machine learning model or artificial intelligence system.

4.Fees, Network Costs, and Taxes

4.1Fees and pricing

We may charge fees in connection with some or all of the Services, including without limitation service fees, integrator fees, referral fees, settlement fees, market maker spreads, white-label fees, or other fees disclosed through the Services or related documentation, or otherwise agreed in writing. Fees may be changed at any time, subject to applicable law. Where the Services involve crosschain settlement, a market maker, a fiat onramp or offramp provider, or other counterparty, that counterparty may also charge fees or impose spreads, which may be reflected in quotes, execution plans, or settled amounts.

4.2Network and third-party fees

Blockchain networks and third-party services may charge transaction fees (including gas fees, priority fees, relayer fees, bridge fees, market maker spreads, liquidity provider fees, payment processor fees, banking fees, or other fees). These fees are not controlled by us and may be variable, unpredictable, and non-refundable, including in the event of a failed, reverted, partially filled, or otherwise unsuccessful transaction.

4.3Taxes

You are solely responsible for determining whether, and to what extent, any taxes, levies, duties, or similar charges apply to your transactions or use of the Services, and for collecting, reporting, withholding, and remitting any such taxes to the appropriate authorities. Digital asset and crosschain activity may be treated as taxable events in some jurisdictions, and tax rules may be unclear, evolving, or applied retroactively.

5.Privacy

Our Privacy Policy describes how we collect, use, and disclose information in connection with the Services and is incorporated by reference into these Terms. Because the Services interact with public blockchain networks, certain information (including wallet addresses, transaction parameters, intents, and transaction hashes) may be publicly visible on-chain and may be accessible to third parties. Khalani has no ability to remove, redact, modify, or restrict access to information recorded on a blockchain.

6.Intellectual Property and Licenses

6.1Our materials

The Services, including all content, software, smart contracts, visual interfaces, designs, documentation, trademarks, service marks, trade dress, trade names, logos, and other materials made available by us (collectively, "Khalani Materials") are owned by Khalani or our licensors and are protected by intellectual property and other laws.

6.2Limited license

Subject to your continuing compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes. No other rights are granted, whether by implication, estoppel, exhaustion, or otherwise. All rights not expressly granted are reserved by Khalani and its licensors.

6.3Open-source and third-party components

Some components associated with the Services or the broader ecosystem (including certain smart contracts, libraries, or code modules) may be made available under open-source licenses or other third-party licenses. Your use of those components is governed by the applicable license terms, not these Terms, to the extent of any conflict.

6.4Restrictions

You may not, and may not permit any third party to:

• copy, modify, translate, or create derivative works of the Services (except as expressly permitted by applicable open-source licenses for the relevant components);
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or non-public information of the Services, except to the extent such restriction is prohibited by applicable law notwithstanding this restriction;
• access or use the Services through any automated means, scraping tool, bot, or technique, except through Developer Interfaces that we have expressly designated for programmatic access and in accordance with their documentation;
• remove, alter, or obscure any proprietary notices, watermarks, or attributions;
• use our trademarks, service marks, logos, or trade dress without our prior written consent; or
• use the Services or any output to train, develop, evaluate, or improve any machine learning model or artificial intelligence system without our prior written consent.

6.5Feedback

If you submit feedback, ideas, suggestions, bug reports, or other materials regarding the Services ("Feedback"), you grant Khalani a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, distribute, display, perform, create derivative works of, and otherwise exploit the Feedback for any purpose, without compensation, attribution, or obligation to you.

7.Acceptable Use and Prohibited Conduct

7.1Prohibited activities

You agree not to, and not to permit any third party to, engage in any activity that:

• violates any applicable law, rule, regulation, sanction, order, or self-regulatory requirement (including those relating to securities, commodities, derivatives, banking, money transmission, payment services, sanctions, anti-money-laundering, counter-terrorist financing, consumer protection, data protection, taxation, or export control);
• attempts to launder funds, finance terrorism, evade sanctions, or conceal the proceeds, source, or nature of any unlawful activity;
• interferes with, disrupts, overloads, or compromises the integrity, security, or availability of the Services or any systems or networks connected to the Services (including by denial-of-service attacks, malware, viruses, exploits, or unauthorized intrusion);
• attempts to bypass, probe, scan, or circumvent any access control, authentication mechanism, usage limit, rate limit, or restriction, or to identify or exploit any security vulnerability, without our prior written authorization;
• uses the Services to engage in deceptive, manipulative, or abusive trading practices, including without limitation wash trading, spoofing, layering, front-running, sandwich attacks, oracle manipulation, governance attacks, or MEV extraction in violation of these Terms;
• impersonates any person or entity or misrepresents your affiliation with any person or entity;
• infringes, misappropriates, or violates the intellectual property, publicity, privacy, or other rights of any third party;
• uses the Services in connection with any prediction market, gambling, gaming, lottery, or similar activity, except where such activity is fully licensed and authorized in all applicable jurisdictions and complies with these Terms; or
• encourages, induces, or assists any third party to engage in any of the foregoing.

7.2Enforcement

We may, at any time and in our sole discretion, with or without notice and without liability to you, suspend, restrict, throttle, rate-limit, or terminate your access to all or any part of the Services if we believe that you have violated or may violate these Terms, pose a security, legal, regulatory, or compliance risk, or if we are required to take such action by law, regulation, or any governmental authority. You agree not to attempt to circumvent any such suspension, restriction, or termination.

8.Service Availability, Beta Features, and Security

8.1Services may be in development; no service level commitment

The Services (or portions of them) may be offered as alpha, beta, experimental, or early-stage features. Such features may:

• contain bugs, errors, defects, or vulnerabilities;
• experience downtime, congestion, or degraded performance;
• change materially between releases; or
• be discontinued without notice.

Unless and except to the extent expressly set forth in a separate written agreement signed by an authorized officer of Khalani specifically referencing the obligation, Khalani makes no service level commitment of any kind in respect of the Services, including without limitation any commitment regarding availability, uptime, latency, throughput, settlement time, success rate, error rate, recovery time, or support response time.

8.2No support obligation

We are not obligated to provide support, maintenance, updates, patches, or new features for the Services. Any support we provide may be modified, withdrawn, or discontinued at any time.

8.3Security; no audit guarantee

You acknowledge that using blockchain-based systems and internet-based services involves inherent security risks, including the risk of total or partial loss of digital assets. You are solely responsible for implementing appropriate security controls (including wallet hygiene, device security, network security, and phishing protection). Khalani makes no representation or warranty that any portion of the Services, including any smart contract, has been audited, reviewed, certified, or verified by any third party, or that any such audit, review, certification, or verification (whether by Khalani or any third party) is current, complete, accurate, or sufficient to identify all defects, vulnerabilities, or risks. The publication, availability, or referencing of any audit report, security review, formal verification, bug bounty program, or similar artifact is for informational purposes only, does not constitute a warranty or guarantee of any kind, and shall not be relied upon by you.

9.Risk Disclosures

You acknowledge, understand, and agree that:

• digital assets are novel, experimental, volatile, and may lose value rapidly or entirely;
• blockchain transactions are irreversible; if you send assets to an incorrect or malicious address, contract, or counterparty, you may not be able to recover them, and Khalani cannot reverse, cancel, or refund the transaction;
• crosschain activity introduces additional risks, including bridge failures, message relay failures, chain reorganizations, finality differences, congestion, sequencer failure, validator slashing, and unexpected delays;
• smart contracts may fail, behave unexpectedly, or be exploited due to bugs, vulnerabilities, design flaws, governance actions, economic attacks, oracle failures, or other factors, whether known or unknown, and whether in code authored by Khalani or by third parties;
• stablecoins, wrapped assets, and other pegged assets may depeg, lose redeemability, or be subject to issuer actions, including freezing, blacklisting, redemption halts, supply changes, or other constraints;
• market makers, liquidity providers, custodians, banking partners, fiat onramp and offramp providers, payment processors, and other third parties relied upon by the Services may experience downtime, failure, insolvency, regulatory action, or compromise, any of which may result in delay, partial fill, failure, or loss of your transaction or assets;
• regulatory and legal treatment of digital assets, stablecoins, settlement layers, intent-based systems, market makers, crosschain infrastructure, and similar products is uncertain and rapidly evolving, and may result in restrictions, prohibitions, or other adverse consequences in your jurisdiction, including with retroactive effect;
• the Services may rely on third-party blockchains, validators, sequencers, oracles, indexers, and other infrastructure that is outside Khalani's control;
• advances in cryptography or computing (including the development of quantum computing) could undermine the security of blockchain networks, cryptographic schemes, or digital assets;
• you assume full and exclusive responsibility for any and all gains, losses, costs, expenses, taxes, fees, and liabilities arising from your use of the Services, without recourse to Khalani; and
• you assume all such risks and any other risks, whether or not specifically described herein, that are inherent in or otherwise arise out of using the Services.

10.Third-Party Services and Materials

The Services may integrate with, link to, interoperate with, or provide access to third-party services, infrastructure, and content, including wallets, RPC providers, indexers, bridges, decentralized exchanges, aggregators, market makers, liquidity providers, custodians, banking partners, fiat onramp and offramp providers, payment processors, validators, oracles, sequencers, dApps, and other protocols (collectively, "Third-Party Services"). We do not control Third-Party Services, do not endorse or warrant them, and are not responsible for them. Your use of any Third-Party Service is at your own risk and may be subject to separate terms, fees, and policies. We are not responsible for losses arising from any Third-Party Service, including losses due to bugs, exploits, hacks, downtime, depeg events, slippage, failed transfers, protocol changes, governance actions, regulatory actions, insolvency, or compromise.

11.Suspension and Termination

We may suspend, restrict, throttle, or terminate your access to the Services at any time, with or without notice, for any reason or no reason (including if you violate these Terms, if we suspect fraud or prohibited activity, or if continuing to provide the Services would create legal, regulatory, security, or reputational risk). Upon termination, the licenses granted to you under these Terms will immediately end, and any provision of these Terms that by its nature is intended to survive termination shall so survive, including without limitation Sections 3, 4.3, 5, 6, 9, 12, 13, 14, 15, 16, 17, 18, and 19.

12.Assumption of Risk and Release

You expressly assume all risk arising out of or in connection with your access to and use of the Services, including all risks described in Sections 2.3, 8, and 9. To the fullest extent permitted by law, you hereby irrevocably release, waive, and forever discharge the Khalani Parties (as defined in Section 14) from any and all claims, demands, actions, causes of action, suits, debts, sums of money, accounts, judgments, losses, damages, liabilities, and expenses of every kind and nature, known and unknown, suspected or unsuspected, foreseen or unforeseen, arising out of or related to (a) the operation of any blockchain, smart contract, or third-party infrastructure, (b) the conduct of any third party (including any Third-Party Service), or (c) any market, regulatory, technological, operational, or other event in connection with the Services or Third-Party Services.

If you are a California resident, you waive California Civil Code Section 1542 (or any similar provision in any other jurisdiction), 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."

13.Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. KHALANI AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, LICENSORS, AND SUPPLIERS, DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, RELIABILITY, SECURITY, QUIET ENJOYMENT, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE, OR FREE OF VIRUSES, EXPLOITS, OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUTS (INCLUDING QUOTES, ROUTES, EXECUTION PLANS, OR INTENT SPECIFICATIONS) WILL BE ACCURATE, COMPLETE, OR CURRENT, OR THAT ANY TRANSACTION WILL BE EXECUTED, SETTLED, OR FINALIZED.

14.Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Khalani, our affiliates, and our respective officers, directors, employees, contractors, agents, representatives, licensors, and suppliers (collectively, the "Khalani Parties") from and against any and all claims, demands, actions, proceedings, investigations, damages, losses, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and other professional fees) arising out of or related to:

• your access to or use of the Services;
• your breach or alleged breach of these Terms;
• your violation or alleged violation of any applicable law, regulation, sanction, or order;
• your infringement, misappropriation, or violation of the rights of any third party;
• any content, data, instruction, intent, signature, or material you submit to or transmit through the Services;
• any transaction you initiate, authorize, sign, participate in, or facilitate through the Services; and
• your negligence, willful misconduct, or fraud.

We may assume control of the defense of any matter subject to indemnification, in which case you agree to cooperate with our defense. You shall not settle any matter for which a Khalani Party is entitled to indemnification without that Khalani Party's prior written consent.

15.Limitation of Liability

15.1Exclusion of certain damages

IN NO EVENT WILL ANY KHALANI PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, SAVINGS, DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

15.2Liability cap

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE KHALANI PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US$100), AND (B) THE AMOUNT OF FEES (IF ANY) YOU PAID DIRECTLY TO KHALANI FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 15 APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT THESE LIMITATIONS, KHALANI WOULD NOT MAKE THE SERVICES AVAILABLE TO YOU.

15.3Exceptions

Nothing in these Terms limits liability to the extent such liability cannot be limited under applicable law.

16.Changes to Terms and Services

16.1Changes to these Terms

We may modify, supplement, or replace these Terms from time to time, in our sole and absolute discretion. The updated Terms will be effective when posted on the Services (or when otherwise made available to you). Your continued access to or use of the Services after the effective date of any update constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

16.2Changes to the Services

We may, at any time and in our sole discretion, with or without notice, and without liability to you, change, suspend, deprecate, throttle, restrict, or discontinue all or any part of the Services, including any feature, function, integration, partner, chain, asset, route, corridor, fee, parameter, or interface.

17.Dispute Resolution; Mandatory Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

17.1Mandatory binding arbitration

Any dispute, claim, interpretation, controversy, or issue of public policy arising out of or relating to these Terms or the Services (each, a "Claim"), including the determination of the scope or applicability of this Section 17, will be determined exclusively by arbitration administered by the British Virgin Islands International Arbitration Centre ("BVI IAC") in accordance with the arbitration rules of the BVI IAC (the "BVI IAC Rules") then in force, which rules are deemed incorporated by reference into this Section 17. The seat of arbitration shall be the British Virgin Islands; the tribunal shall consist of one (1) arbitrator; and the language of the arbitration shall be English.

17.2Selection of arbitrator

The arbitrator will be selected by Khalani with your consent, which may not be unreasonably withheld, conditioned, or delayed. The arbitrator will be licensed to practice law in the British Virgin Islands and experienced in the arbitration of business disputes. If you fail or refuse to consent to the selection of the arbitrator within five (5) days of Khalani providing written notice of the proposed arbitrator, the arbitrator selected by Khalani will be deemed the arbitrator, subject only to the arbitrator's acceptance of such appointment.

17.3Confidentiality

Arbitration of all Claims and the outcome of the arbitration will remain confidential between the parties except as necessary to obtain a court judgment on an award or other relief, to enforce or collect on a judgment, or as otherwise required by law.

17.4Individual proceedings only; waiver of class actions

Any Claim is personal to you and Khalani and must be resolved through individual arbitration. Under no circumstances may any Claim be brought as a class arbitration, class action, collective action, private attorney general action, or any other type of representative proceeding. YOU AND KHALANI EXPRESSLY WAIVE ANY RIGHT WITH RESPECT TO ANY CLAIM TO SUBMIT, INITIATE, OR PARTICIPATE IN A REPRESENTATIVE CAPACITY AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN COURT, AND EACH WAIVE THE RIGHT TO TRIAL BY JURY.

17.5Court jurisdiction for arbitration-related proceedings

The parties irrevocably submit to the exclusive jurisdiction of courts located in the British Virgin Islands with respect to this Section 17 to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the rules of the BVI IAC. The parties irrevocably waive any defense of inconvenient forum with respect to any such action or proceeding. The parties may seek recognition and enforcement of any British Virgin Islands court judgment confirming an arbitration award or order in any U.S. state or federal court or any court outside the United States or its territories having jurisdiction with respect to recognition or enforcement of such judgment.

17.6Injunctive relief and provisional relief

The arbitrator may grant injunctive relief, including temporary, preliminary, permanent, and mandatory injunctive relief, to protect the rights of each party. This arbitration provision does not preclude a party from seeking temporary or preliminary injunctive relief ("Provisional Relief") in a court of competent jurisdiction while arbitration proceedings are pending in order to protect its rights pending a final determination by the arbitrator. Seeking Provisional Relief does not constitute a waiver of the right to arbitration. Any Provisional Relief granted by a court will remain effective until otherwise modified by the arbitrator.

17.7Time limit on Claims

To the fullest extent permitted by law, any Claim must be brought within one (1) year after the Claim arises; otherwise, the Claim is permanently barred.

17.8Severability of class action waiver

If the class action waiver in Section 17.4 is held to be unenforceable as to any Claim or remedy, then that Claim or remedy (and only that Claim or remedy) shall be severed from arbitration and brought in a court of competent jurisdiction in accordance with Section 18, and the remainder of this Section 17 shall remain in full force and effect.

18.Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

19.Miscellaneous

Entire agreement. These Terms (together with the Privacy Policy and any additional terms expressly incorporated by reference or expressly agreed in writing) constitute the entire agreement between you and Khalani regarding the Services and supersede any prior or contemporaneous agreements or understandings regarding the same subject matter.

Severability. If any provision of these Terms is held unlawful, void, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or, if not possible, severed, and the remaining provisions will remain in full force and effect.

Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent; any attempted assignment in violation of this provision is void. We may freely assign, delegate, or transfer these Terms or any of our rights or obligations hereunder, in whole or in part, without your consent.

No waiver. Our failure or delay in enforcing any right or provision of these Terms will not operate as a waiver of that right or provision, and no single or partial exercise of any right will preclude any further exercise of that right or any other right.

Force majeure. We will not be liable for any delay or failure in performance arising out of or in connection with any cause beyond our reasonable control, including acts of God; war, terrorism, civil unrest, or insurrection; pandemic, epidemic, or public health emergency; fire, flood, earthquake, or other natural disaster; labor disputes; failures or interruptions of electrical, telecommunications, internet, blockchain, or other infrastructure; cyberattacks, exploits, or other malicious acts; chain reorganizations, forks, halts, slashing events, or oracle failures; depeg events, market dislocations, or liquidity shocks; insolvency or failure of any third-party service provider; changes in law or regulation; or orders, injunctions, or actions of any governmental authority.

No agency or partnership. Nothing in these Terms creates any agency, partnership, joint venture, employment, or fiduciary relationship between you and Khalani.

No third-party beneficiaries. Except for the Khalani Parties (who are intended third-party beneficiaries of Sections 12, 13, 14, 15, and 17), these Terms do not create, and shall not be construed to create, any rights enforceable by any person not a party to these Terms.

Electronic communications. You agree that communications and transactions between you and Khalani may be conducted electronically, and that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Notices. We may provide notices to you by posting on the Services, by email to any address you have provided, or by any other reasonable means. You shall provide any notice to Khalani in writing to the contact address set forth in Section 20.

Headings; construction. Section headings are for convenience only and shall not affect the interpretation of these Terms. The words "include," "includes," and "including" are deemed to be followed by the words "without limitation." These Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the drafting party.

Language. These Terms are entered into in the English language. Any translation is provided for convenience only, and the English version shall control in the event of any conflict.

20.Contact

Perpetual Motion Labs, Inc

Email: partners@tunnelvisionlabs.xyz

By accessing or using the Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.