Elliot Technologies, Inc. ("Elliot", "Lighter", “Company", "we", "our", or "us") provides a website-hosted user interface (“Interface") for the Lighter Protocol, which is autonomous software running on a Layer 2 Ethereum blockchain (the "Protocol"), as well as a related API. These Terms of Service cover our website, Interface, Protocol, API, the LIT Token (the “Token”) and any other products or services that link to these Terms (collectively, the “Services”). Third parties may provide other means of accessing the Protocol to which these Terms do not apply and for which we are not responsible.

OUR SERVICES WERE NOT DEVELOPED FOR, AND ARE NOT AVAILABLE TO PERSONS OR ENTITIES WHO RESIDE IN, ARE LOCATED IN, ARE INCORPORATED IN, OR HAVE A REGISTERED OFFICE OR PRINCIPAL PLACE OF BUSINESS IN THE UNITED STATES OF AMERICA, CANADA, THE UNITED KINGDOM, CHINA, NORTH KOREA, RUSSIA, UKRAINE, CUBA, IRAN, VENEZUELA, OR SYRIA.

YOUR USE OF THE COVERED SERVICES ARE ENTIRELY AT YOUR OWN RISK. NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER. 

ACCESS AND RESTRICTIONS

By accessing or using the Services, including by connecting a third-party non-custodial digital wallet (“Wallet”) to the Interface on or through which these Terms are linked, you acknowledge and agree that:

1. You are not (a) the subject of economic or trade sanctions or otherwise on a list of prohibited or restricted parties administered or enforced by any governmental authority (including, the U.S. Department of the Treasury’s list of Specially Designated Nationals, the U.S. Department of Commerce Denied Persons List Entity List, the E.U. Consolidated List of persons and the U.K. Consolidated List of Financial Sanctions Targets); (b) located in, a resident of, or organized in the United States, Canada, the UK, China, North Korea, Russia, Ukraine, Cuba, Iran, Venezuela, Syria, or any jurisdiction or territory that is the subject of comprehensive country-wide or regional economic sanctions or has been designated as “terrorist supporting” by the United Nations or the governmental authority of the European Union, United Kingdom or the United States, or (c) owned or controlled, directly or indirectly, by any persons or entities listed in (a)-(b)  (such person, a “Prohibited Person”);

2. You represent and warrant that you are the legal owner of the Wallet and any blockchain address that you use to access or participate in the Services;

3. The Company may monitor your usage and activities on the Services;

4. The Company may suspend or terminate your access, without prior notice, if it detects or reasonably suspects:

1. Impersonation of the frontend interface;

2. Unauthorized access to the API;

3. Price manipulation or market interference;

4. Any other activity deemed suspicious or potentially harmful to the Services or other users.

Your continued use of the Services constitutes acceptance of these restrictions and the Company's authority to enforce them as described above. If you do not understand or agree to the entirety of these Terms, do not use the Services.

1. NO WARRANTIES

THE INTERFACE AND THE TOKEN ARE AVAILABLE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT REPRESENT OR WARRANT THAT ACCESS TO ANY OF OUR PRODUCTS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION CONTAINED IN ANY OF OUR PRODUCTS WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT ANY OF OUR PRODUCTS WILL BE FREE FROM ERRORS OR DEFECTS, INCLUDING OUR OWN OR THOSE OF THIRD PARTIES.

You assume all risks associated with using the Services, and other digital assets and autonomous software generally, including but not limited to, that: (a) digital asset markets are highly volatile; (b) using the Tokens and other digital assets is inherently risky due to both features of such assets and the potential unauthorized acts of third parties; (c) you may not have ready access to assets; and (d) you may lose some or all of your Tokens or other digital assets. You assume all risks for losses arising from the underlying mechanics of perpetual contracts, including but not limited to: (i) the risk of positions being forcibly liquidated due to insufficient collateral, (ii) the risk of losses from payment and funding rates, and (iii) the risk of loss as a result of automatic deleveraging mechanisms. You further understand that transactions processed by the blockchain are irreversible. You acknowledge that any transaction you initiate by connecting your Wallet to the Protocol using the Interface may be irrevocable.

You agree that your relationship with your Wallet provider is governed by the applicable third party’s terms of service. We make no representations or warranties to you in connection with your use of a Wallet. You are solely responsible for maintaining the confidentiality of your private keys and you are responsible for any transactions signed with your private keys.

You agree that you will have no recourse against anyone else for any losses due to the use of the Services, including the Interface or the Tokens. For example, these losses may arise from or relate to: (1) incorrect information; (2) software or network failures; (3) corrupted cryptocurrency wallet files; (4) unauthorized access; (5) errors, mistakes, or inaccuracies; or (6) third-party activities. Accordingly, you understand and agree to assume full responsibility for all of the risks of accessing and using the Interface and interacting with the Protocol and the Tokens.

2. PROHIBITED ACTIVITY

• Intellectual Property Infringement. Activity that infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law.

• Cyberattack. Activity that seeks to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including, but not limited to, the deployment of viruses and denial of service attacks.

• Fraud and Misrepresentation. Activity that seeks to defraud us or any other person or entity, including, but not limited to, providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.

• Market Manipulation. Activity that violates any applicable law, rule, or regulation concerning the integrity of trading including, but not limited to, the manipulative tactics commonly known as spoofing and wash trading.

• Community Misconduct. Activity that disrupts, abuses, or harms Company-affiliated community platforms, such as Lighter's Discord or Telegram groups, including, but not limited to, harassing behavior toward other members, promotion of illicit content, scams, or fraud, sharing misinformation about the Interface, excessive self-promotion, or any other conduct deemed harmful to the community.

• Any Other Unlawful Conduct. Activity that violates any applicable law, rule, or regulation in any jurisdiction.

  
  

3. CHANGES TO THE INTERFACE OR TERMS OF SERVICE

Elliot reserves the right to modify, substitute, add, update, or eliminate, in whole or in part, either temporarily or permanently, the Interface, any portion of or program made available through the Interface, and/or any policy, FAQ, or guidelines, at any time in its sole discretion and without advance notice to you. Elliot will not be liable to you in the event of any modification, suspension, or discontinuance of the Interface or any features made available through the Interface.

If we change or modify these Terms of Service, we will notify you by updating the date at the top of these Terms of Service. Changes or modifications will be effective immediately upon posting and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of or participation in the Interface in any way, including by receiving rewards in connection with special offers, will serve as confirmation that you have read, understood, and unconditionally consented and agreed to such changes. Given that, you should review these Terms of Service and other applicable policies and guidelines frequently to understand the terms and conditions that apply to your use of the Interface. If you do not agree to the Terms of Service, you must stop using the Interface.

4. ADDITIONAL RIGHTS

Without notice to you, Elliot reserves the right to suspend or terminate your access to the Interface or participation in any feature on the Interface in its sole discretion, including if Elliot determines or suspects that your use of the Interface is unauthorized, deceptive, fraudulent, unlawful, or intentionally subverts the purposes of the Interface.

Elliot may, from time to time, in its sole discretion, make certain programs, special offers, challenges, bonuses, or other promotions available to participants. The terms and conditions applicable to any such special offers will be determined by Elliot in its discretion, and Elliot may change, modify, discontinue or cancel any special offer at any time.

5. API USAGE

You acknowledge and accept that the API may not be available at all times. We are not responsible for any wrong orders or other incorrect actions on our Interface when using our API. We reserve the right to, without prior notice, terminate the support of the API and to limit or suspend the functionality thereof.

When using the API, you represent and warrant that:

• You will not use the API in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services;

• You will not use the API in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity;

• You will not use the API to copy, store, host, transmit, send, use, publish or distribute any material which consists of, or is connected to, any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

  
  

6. AIRDROP

• Users do not need to take any action to participate in the Company’s Airdrop (the “Airdrop”). Eligible users will automatically receive Tokens in their Lighter accounts.We reserve the right in our sole discretion to determine whether any user is eligible to access the Services, or receive Tokens through or in connection with any Airdrop. Without limiting the foregoing, you are not eligible to participate in the Airdrop if you are a Prohibited Person or if you breach any provision of these Terms

• You agree and acknowledge that you (i) may receive Tokens for free via the Airdrop, subject to these Terms, and that you are solely responsible and liable for all taxes in connection with the Airdrop; (ii) will not manipulate or subvert the Airdrop process to obtain moreTokens than we determine in our sole discretion that you are entitled to receive;; and (iii) are not entitled to receive any set number or amount of Airdrop Tokens, and that we may restrict or limit the distribution of Airdrop Tokens in our sole discretion.

  
  

7. DATA COLLECTION
We may log your IP address through the Interface in order to enforce access restrictions. We do not collect any other personal data through the Interface, and your interaction with the Protocol will solely be through your public digital wallet address. Any personal or other data that you may make available in connection with the Interface or Protocol may not be private or secure.

8. NO PROFESSIONAL ADVICE

All information provided by the Interface is for informational purposes only and should not be construed as professional advice. You should not take, or refrain from taking, any action based on any information contained in the Interface. Before you make any financial, legal, or other decisions involving the Services, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

9. RELEASE OF CLAIMS

• You expressly agree that you assume all risks in connection with your access, use, and interaction with our Services, including the Interface, the Protocol, and the Tokens. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of our services.

• By using the Services, you represent that you have sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain technologies, digital assets, storage mechanisms (such as Wallets), and blockchain-based software systems to be able to assess and evaluate the risks and benefits of using the Services. You acknowledge and agree that there are risks associated with purchasing, receiving, and holding cryptocurrency (including without limitation Tokens) and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency due to slashing, loss of private key(s), custodial error or purchaser error; risk of mining or blockchain attacks; risk of hacking and security weaknesses; risk of unfavorable regulatory intervention in one or more jurisdictions, risk related to token taxation; risk of personal information disclosure; risk of uninsured losses; volatility risks; and unanticipated risks. 

• You agree and acknowledge that if you are unable to use Tokens, whether due to technical bugs, smart contract issue, bridge issue, gas fees, Wallet incompatibility, loss of access to a Wallet or the keys thereto, or for any other reason, you will have no recourse or claim against Company and that the Company will not bear any liability in connection therewith. 

• You agree and acknowledge that certain uses of Tokens may require reliance on or an integration with third party products (e.g., an unaffiliated network or blockchain) that we do not control. In the event that you are unable to access such products or integrations, or if they fail for any reason, you will have no recourse or claim against any Company and the Company will not bear any liability in connection therewith. We are not responsible for any losses due to your errors, including without limitation an incorrectly constructed transaction. 

• You agree and acknowledge that the regulatory regime governing blockchain technologies, cryptocurrencies and other digital assets is uncertain, that new regulations or policies may materially adversely affect the potential utility or value of such cryptocurrencies and digital assets, and that there may be risks of new taxation related or applicable to the purchase, receipt, sale, or other disposition of cryptocurrencies and other digital assets, in each case including without limitation as applicable to Tokens. 

• You agree and acknowledge that we cannot and do not control how third-party exchange platforms quote or value cryptocurrencies and other digital assets, including without limitation any Tokens, and we expressly deny and disclaim any liability to you for or in connection with any losses you may incur as a result of fluctuations in the value of cryptocurrencies or other digital assets. 

• You agree and acknowledge that your use of Tokens in connection with any software application, protocol, or other service or technology (including without limitation any Wallet) is solely at your own risk, and the Company disclaims all responsibility and liability for such use. 

• You agree and acknowledge that cryptocurrencies and other similar digital assets are neither (i) deposits of or guaranteed by any bank nor (ii) insured by the FDIC or by any other governmental agency or regulated entity.

  
  

10. INDEMNITY

You agree to hold harmless, release, defend, and indemnify us and our officers, directors, employees, contractors, agents, affiliates, and subsidiaries from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access and use of the Services; (b) your violation of any term or condition of these Terms of Service, the right of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access and use of the Services with your assistance or using any device or account that you own or control.

11. LIMITATION OF LIABILITY

Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including (but not limited to) damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of the Services, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Services or the information contained within them.

We are not liable for any damages you may incur due to (parts of) the Interface or the API being unavailable.

We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Services; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Interface or the Protocol; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Interface; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Interface; and (g) the defamatory. offensive, or illegal conduct of any third party. Under no circumstances shall we or any of our officers, directors, employees, contractors, agents, affiliates, or subsidiaries be liable to you for any claims, proceedings, liabilities, obligations, damages, losses, or costs in an amount exceeding the amount you paid to us in exchange for access to and use of the Interface, or $100.00 USD, whichever is greater. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in this Agreement may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

12. GOVERNING LAW

These Terms of Service and any action related thereto will be governed by, and all disputes arising under, relating to, or in connection with these Terms shall be resolved in accordance with the laws of the state of Florida, without regard to the conflicts of law provisions of the state of Florida. The Terms of Service evidence interstate commerce and any arbitration conducted pursuant to them shall be governed by the Federal Arbitration Act. You agree that the federal and state courts of Miami-Dade County, Florida are the proper forum for any appeals of an arbitration award or for court proceedings in the event that this Agreement’s binding arbitration clause is found to be unenforceable.

13. MANDATORY ARBITRATION

All disputes arising out of or in connection with the Interface or otherwise in connection with the Terms of Service shall be finally and exclusively settled under the JAMS Optional Expedited Arbitration Procedures. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules, including, where applicable, the JAMS' Mass Arbitration Procedures and Guidelines. The arbitration will be held in Miami, Florida, unless you and we both agree to hold it elsewhere, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

14. CLASS ACTION AND JURY TRIAL WAIVER

YOU MUST BRING ANY AND ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH THE INTERFACE OR OTHERWISE IN CONNECTION WITH THE TERMS OF SERVICE AGAINST US IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN OR MEMBER OF ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS PROVISION APPLIES TO CLASS ARBITRATION. YOU AND WE BOTH AGREE TO WAIVE THE RIGHT TO DEMAND A TRIAL BY JURY.