Terms of Service

Last Updated: 26 March 2024

1. Introduction

These Terms of Use (these "Terms") govern your access to and use of the website athttps://michiwallet.com/ (the "Website") for the purpose of the creation, purchase and sale of "Michi Wallets" and "Tokenbound Accounts", which allows users to trade "points" issued by third party protocols/projects in a trustless manner, as well as all software provided in connection with the foregoing (collectively, the "Services"). The Website is owned and operated by Michi Protocol Ltd, a company incorporated in the British Virgin Islands("Michi", "we", "us" or "our"). The marketplace platform on the Website allows users tointeract with specially-developed smart contracts that enable users to create listings of Michi Wallets for sale and/or purchase Michi Wallets in a peer-to-peer manner.

For the purpose of these Terms:

"Michi Wallets" refer to unique non-fungible digital tokens, implemented or created on the Ethereum blockchain network complying with the ERC-721 standard or other similar “non-fungible” token standard, or such other blockchain network which allows for the implementation or creation of similar non-fungible tokens (the "Relevant Blockchain Network") using native smart contracts.

"Tokenbound Accounts" means on-chain digital accounts/wallets implemented or created on the ERC-6551 standard, and owned by the relevant Michi Wallet.

"users" include visitors, buyers or sellers on the platform.

Users may utilise the platform and Services by linking their digital wallets on supported bridge extensions or digital wallet services such as MetaMask which allows users to purchase, store, and engage in transactions relating to digital assets. The Service allows you to create Michi Wallets for the purpose of depositing supported digital tokens and accruing "points" issued by third party protocols/projects. Users who hold Michi Wallets can create listings for owned wallets, putting the Michi Wallet up for sale (including any Tokenbound Accounts and associated points). Users interested in purchasing Michi Wallets can browse the listings on the marketplace and complete a purchase by paying the asking price in ETH,USDC or other supported digital asset.

ALL TRANSACTIONS INITIATED THROUGH OUR SERVICE ARE FACILITATED AND RUN BY THIRD-PARTY DIGITAL WALLET EXTENSIONS OR DIGITAL WALLET SERVICES, AND BY USING OUR SERVICES YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS.

MICHI PLATFORM IS AN INTERMEDIARY PLATFORM CONNECTING USERS WHICH REQUIRE SERVICES RELATING TO MICHI WALLETS. WE ARE NOT A CO-CREATOR, PUBLISHER OR PROMOTER OF ANY MICHI WALLET, NOR ANY BROKER, FINANCIAL INSTITUTION, OR CREDITOR. THE SERVICES ARE AN ADMINISTRATIVE PLATFORM ONLY. MICHI FACILITATES TRANSACTIONS BETWEEN THE BUYER AND SELLER OF MICHI WALLETS,BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE BUYER AND SELLER OF MICHI WALLETS OR BETWEEN ANY USERS. All information provided by or on behalf of Michi is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Michi. Before you make any financial, legal, or other decisions involving Michi Wallets, you should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.

The Website and the Services are intended for users who are at least 18 years old, or otherwise above the age of majority in your domicile. People under the age of 18 are not permitted to use the Website in any circumstances. By clicking on the "I accept" button, completing the account registration process, using our services and/or purchasing Michi Wallets, you agree to be bound by these terms and all of the terms incorporated herein by reference. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES OR PURCHASE MICHI WALLETS.

2. Account

a. If you wish to receive Services, you will need to register for an account ("Account") by linking your digital wallets on supported bridge extensions or digital wallet services such as MetaMask which allows you to purchase, store, and engage in transactions relating to digital assets.

b. Michi may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering or income obtained by criminal means, or for counteracting financing of terrorism. Michi may also require you to provide additional information and documents in cases where it has reasons to believe that:

- Your Account is being used for money laundering or for any other illegal activity;'

- You have concealed or reported false identification information and other details; or

- Transactions effected via your Account were effected in breach of these Terms.

c. By creating an Account, you consent to receive electronic communications from Michi(e.g., via email, push notifications on social accounts you are connected from, or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein. The user acknowledges and accepts that the computerised data stored on Michi's computer servers in reasonable conditions of security and integrity shall be irrefutably considered proof of acceptance of these Terms and proof of all exchanges between Michiand the user. Consequently, unless Michi's manifest error is proven by the user, the latter may not challenge the admissibility, validity, or evidential value of documents established by the aforementioned digital means on the basis of any legal provision whatsoever (including without limitation those which specify that certain documents must be in writing or signed to constitute evidence).

d. By submitting personal data through our Site or Services, you agree to the terms of our Privacy Policy (available at [Privacy Policy link]), and you expressly consent to the collection, use and disclosure of your personal data in accordance with the Privacy Policy.

3. Ownership

a. Michi owns the Website. You acknowledge and agree that unless otherwise indicated in writing by us, Michi (or, as applicable, our licensors) owns all legal right, title and interest in and to all other elements of the Website, and all intellectual property rights therein (including, without limitation, all art, designs, systems, methods, information, computer code, software, services, website design, "look and feel", organisation, compilation of the content, code, data and database, functionality, audio, video, text, photograph, graphics, and all other elements of the Website (collectively, the "Content"). You acknowledge that the Content are protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. All Content are the copyrighted property of Michi or its licensors, and all trademarks, service marks, and trade names associated with the Website or otherwise contained in the Content are proprietary to Michi or its licensors. Except as expressly set forth herein, your use of the Website does not grant you ownership of or any other rights with respect to any content, code, data, or other Content that you may access on or through the Website. We reserve all rights in and to the Content that are not expressly granted to you in these Terms.

b. You understand and agree that:

- your usage of the Website does not give you any rights or licenses in or to the Content (including, without limitation, our copyright in and to the associated art) other than those expressly contained in these Terms;

- you do not have the right, except as otherwise set forth in these Terms, to reproduce, distribute, or otherwise commercialise any elements of the Content (including, without limitation, any art) without our prior written consent in each case, which consent we may withhold in our sole and absolute discretion; and

- you will not apply for, register, or otherwise use or attempt to use any Michi trademarks or service marks, or any confusingly similar marks, anywhere in the world without our prior written consent in each case, which consent we may withhold at our sole and absolute discretion.

c. All user transactions that take place between users on the Website, including without limitation creating, purchasing, selling, listing, or confirming, are facilitated via smart contracts existing on the Relevant Blockchain Network, and are initiated, managed and confirmed via such Relevant Blockchain Network at the complete risk of users. You understand that your public address will be made publicly visible whenever you engage in a transaction with other users on the Website. Michi neither owns nor controls the Relevant Blockchain Network or any supported bridge extension or digital wallet service, or any other third party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the Website.

d. Michi does not make any representation, warranty or guarantee that any holder of Michi Wallets will definitely achieve any particular outcome as a result of owning that Michi Wallet. Michi does not endorse any service, protocol/project, user, Michi Wallet, or any other thing, and Michi does not make any recommendation nor provide any investment advice in connection with the same or otherwise as a result of holding or owning Michi Wallets.

4. Role of Michi

a. The Website solely provides a visual user interface allowing users to interact with each other. The role of Michi is expressly limited to making the Website and platform available, and maintaining it for users to engage directly in a peer-to-peer manner. Michi is solely an introducer and not an agent or fiduciary for any user, seller or buyer for any purpose. Michi is not responsible for the actual sale of any Michi Wallets and does not control the information provided by any protocol/project, user, seller or buyer, nor their acts or omissions; Michi is independent from all such parties. No partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the operation of the Website, platform or Services.

b. The Website, platform and Services facilitate the creation of Michi Wallets and trading of Michi Wallets between users, but neither Michi nor any affiliate acts as the custodian of any Michi Wallets. You understand and acknowledge that Michi is a non-custodial service provider which allows users to interact directly in a peer-to-peer manner without any involvement or actions taken by Michi or any third-party; accordingly the platform and smart contracts do not give Michi custody, possession, or control of any Michi Wallets or digital asset at any time.

c. In particular, the legally binding contract for each sale of Michi Wallets is concluded directly between users (i.e. between a buyer and a seller of Michi Wallets). The legality of, enforceability of and regulatory restrictions applicable to such contracts depend on numerous variables, including without limitation each respective party's country of residence. Users are responsible for understanding and ensuring that the sale of Michi Wallets are executed in accordance with all national and/or international laws and standards applicable to the sale of Michi Wallets. Michi cannot assume any responsibility for sales of Michi Wallets, the underlying transaction of funds or points, or the actions or identity of any user to such a contract. Any disputes regarding any Michi Wallets, terms of sales or payment/refunds shall be solely between users.

d. References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to you in connection with Michi Wallets. In addition, third parties may offer promotions related to Michi Wallets or points. Michi does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties or any protocols/projects. If you access any such resources, products, services or content or participate in any such promotions, you do so solely at your own risk. You hereby expressly waive and release Michi from all liability arising from your use of any such resources, products, services or content or participation in any such promotions. You further acknowledge and agree that Michi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties or any protocols/projects.

5. User Conduct

a. You agree that you will not violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct, while accessing or using the Services. You agree that you will abide by these Terms and will not:

- Employ any device, scheme or artifice to defraud, or otherwise materially mislead, Michi or any user of the Website, including by impersonating or assuming any false identity

- Use or attempt to use another user’s Account without authorisation from such user and Michi;- Pose as another person or create a misleading username;

- Create, buy, sell or use any Michi Wallets that infringes or in a manner infringing the copyright, trademark, patent, trade secret or other intellectual property or other proprietary rights of others, or upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws (including, copyright or trademark laws) or rights of privacy or publicity unless you own or control the rights thereto or has received all necessary consent to do the same, or breach any other laws relating to services to be performed;

- Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Services in any manner;

- Develop, utilise, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;

- Engage or attempt to engage in or assist any hack of or attack on the Website, including any “sybil attack”, “DoS attack” or “griefing attack” or theft of Michi Wallets or digital assets, or upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property or interfere with Michi Wallets;

- Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area or code of the Service;

- Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Services that you are not authorised to access;

- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorised by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;

- Use data collected from our Service to contact individuals, companies, or other persons or entities;- Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);

- Bypass or ignore instructions that control all automated access to the Service;

- Use the Services for any illegal or unauthorised purpose, or engage in, encourage or promote any activity that violates these Terms or the terms of use of any Michi Wallets;

- Use the Relevant Blockchain Network to carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Relevant Blockchain Network, or the Service;

- Engage in wash trading or other deceptive or manipulative trading activities;

- Place misleading bids or offers;- Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;

- Use the Services to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts; or

- Use the Services or the Website by or on behalf of a competitor of Michi or competing platform or service for the purpose of interfering with the Michi Wallets or to obtain a competitive advantage.

b. Michi shall have the right, but not the obligation, to monitor the usage or content of the Michi Wallets, to determine compliance with these Terms and any operating rules established by Michi and to satisfy any law, regulation or authorised government request.

c. Save as described herein, Michi is not able to control the transfer or contents of any specific Michi Wallet. Once a Michi Wallet is created, an immutable ownership record is created and maintained on the Relevant Blockchain Network. The right to transfer and/or modify such Michi Wallets is retained solely by the current holder of the Michi Wallet as identified by such immutable ownership record (for the avoidance of doubt, such holder is not Michi given that it is a non-custodial platform) and is not within the technical control of Michi.

6. Fees, Commissions, Royalties and other Charges

a. You shall pay to Michi all service fees and other charges ("Fees") determined from time to time in the sole discretion of Michi in connection with the creation, purchase, sale or transfer of Michi Wallets.

b. In addition, all transactions on the Website which require interaction with the Relevant Blockchain Network will require "gas" fees to be paid to third-party miners/validators on such Relevant Blockchain Network as consideration for their services in confirming such blockchain transactions, which shall be borne by you.

c. All fees and commissions must be paid in the amounts and in the manner notified to you via a checkbox prior to confirming any transaction.

d. All transactions relating to the creation, purchase, sale or transfer of Michi Wallets on the Website are final. All Fees, "gas" fees, commissions or royalties paid are non-refundable except at the sole discretion of Michi.

7. Indemnification

To the fullest extent permitted by applicable law, each user agrees to indemnify, defend and hold harmless Michi, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the "Indemnified Parties"), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, "Claims"), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services or Michi Wallets, (b) any feedback you provide, (c) breach of any intellectual property rights associated with Michi Wallets, (d) your violation of these Terms, and (e) your violation of the rights of a third party.

8. Disclaimers

THE SERVICE, CONTENT CONTAINED THEREIN, AND MICHI WALLETS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AT YOUR SOLE RISK WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. MICHI (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT: (A) THE SERVICES OR MICHI WALLETS WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES OR MICHI WALLETS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE SERVICES OR MICHI WALLETS WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE; (D) THE WEBSITE OR ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE ON OR THROUGH THE WEBSITE, OR MICHI WALLETS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (E) THAT ANY DATA THAT YOU DISCLOSE WHEN YOU USE THE WEBSITE WILL BE SECURE, AND YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET, AND AGREE THAT WE HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR WILFUL DEFAULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS MAKE NO EXPRESS WARRANTIES AND HEREBY DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE WEBSITE, THE SERVICES AND MICHI WALLETS (OR ANY PART HEREOF), INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, OR RELIABILITY.

9. Assumption of Risk

You accept and acknowledge:

a. Michi has no responsibility for the Michi Wallets created or traded by users of the Website and does not investigate the Michi Wallets or associated points, and so it cannot provide any guarantee, warranty or assurance regarding the authenticity, uniqueness, originality, quality, marketability, legality or value of any Michi Wallets or associated points. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF MICHI WALLETS AND ASSOCIATED POINTS THAT YOU PURCHASE ON MICHI. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, MICHI MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF MICHI WALLETS OR ASSOCIATED POINTS ON THE PLATFORM.

b. The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the Michi Wallets or associated points, which may also be subject to significant price volatility. We cannot guarantee that any purchasers of Michi Wallets will not lose money.

c. You are solely responsible for determining what, if any, taxes apply to your transactionsrelating to Michi Wallets. Michi is not responsible for determining the taxes that apply to such transactions.

d. Our Service does not store, send, or receive Michi Wallets or associated points. This is because Michi Wallets and associated points exist only by virtue of the ownership record maintained on the Relevant Blockchain Network. Any creation or transfer of title that might occur in any Michi Wallets or associated points occurs on the Relevant Blockchain Network, and not in connection with the Services. Michi cannot control such process nor guarantee that it, or any party can effect the transfer of such title or right to any Michi Wallets or associated points.

e. Michi Wallets and associated points, any associated transfers or marketplaces for the same utilise smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, and decentralized or peer-to-peer networks and systems. Users acknowledge and agree that such technologies are experimental, speculative, and inherently risky. There are risks associated with utilising or interacting with digital assets, including but not limited to, the risk of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored within your wallet. You accept and acknowledge that Michi will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Michi Wallets, however caused.

f. There may be various vulnerabilities, failures or abnormal behaviour of software or Michi Wallets (e.g., wallet, smart contracts for creating or transferring Michi Wallets), or relating to the relevant Blockchain Network, and Michi cannot be responsible for any losses in connection with the same, including without limitation any losses in connection with (i) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions, (ii) server failure or data loss, (iii) corrupted wallet files, or (iv) unauthorised access or activities by third parties, including but not limited to the use of viruses, phishing, brute-forcing or other means of attack against the Website, the relevant Blockchain Network, or your digital wallet.

g. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of Michi Wallets.

h. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the Servicesand the utility of Michi Wallets.

i. The Services will rely on third-party supported bridge extensions or digital wallet services to perform the transactions for the Services or Michi Wallets. If we are unable to maintain a good relationship with such platform providers; if the terms and conditions or pricing of such platform providers change; if we violate or cannot comply with the terms and conditions of such platforms; or if any of such platforms loses market share or falls out of favour or is unavailable for a prolonged period of time, access to and use of the Services will suffer.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MICHI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICES, MICHI WALLETS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DIGITAL ASSETS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF MICHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS ARE ENTIRELY AT YOUR OWN DISCRETION AND RISK.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,SAVE IN THE CASE OF PERSONAL INJURY OR DEATH, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF MICHI ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICE, THE WEBSITE OR MICHI WALLETS EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO MICHI IN RESPECT OF SERVICES PROVIDED TO YOU (WHICH FOR THE AVOIDANCE OF DOUBT DOES NOT INCLUDE THE PURCHASE PRICE OF MICHI WALLETS THAT ARE PAID TO THE SELLER).

Users are required to initiate any procedure for claims in connection with these Terms or the Services within twelve (12) months from the date when the damage was suffered.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.

11. Modifications to the Service

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services or Michi Wallets (or any features or parts thereof) at any time and without liability therefore.

12. Governing Law and Venue

These Terms, your access to and use of the Services and Content, shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, without regard to conflict of law rules or principles of any jurisdiction that would cause the application of the laws of any other jurisdiction that would cause the application of the laws of any other jurisdiction.

13. Dispute Resolution; Arbitration.

a. Please read the following arbitration agreement in this Section 13 (this "Arbitration Agreement") carefully. It requires you to arbitrate disputes with Michi and limits the manner in which you can seek relief from us.

b. You agree that any dispute or claim relating in any way to your access or use of the Service, to any products sold or distributed through the Service, or to any aspect of your relationship with Michi, will be resolved by binding arbitration, rather than in court, except that Michi may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

c. Any Dispute arising out of or in connection with these Terms or any of the transactions contemplated in connection with the same (including without limitation the enforceability of this Section 13 or any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the British Virgin Islands International Arbitration Centre in accordance with the Arbitration Rules of the British Virgin Islands International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section 13. The seat of the arbitration shall be the British Virgin Islands. The tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A OR COLLECTIVE CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

14. Termination

a. You may terminate these Terms at any time by cancelling your account on the Website and discontinuing your access to and use of the Website. To the fullest extent permitted by applicable law, you will not receive any refunds if these Terms are terminated in any circumstances. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your Account on the Website.

b. You agree that any suspension or termination of your access to the Website may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Website due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Website or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

15. Severability

Should any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable in any respect under any law of any jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision pursuant to this Section 15 shall not affect or impair the validity and enforceability of the rest of these Terms, nor the validity and enforceability of such provision or part-provision under the law of any other jurisdiction.

16. Survival

The following Sections will survive the expiration or termination of these Terms and the termination of your Account: all defined terms and Sections 1 to 3 and 4 to 14.

17. Miscellaneous

a. These Terms constitute the entire legal agreement between you and Michi relating to your access to and use of the Services and Content, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Website, whether oral or written.

b. There are no third party beneficiaries to these Terms. These Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

c. The parties are independent contractors, and nothing in these Terms create any agency, partnership, joint venture or any similar relationship, nor cause the parties to be deemed acting in concert in any respect.

d. The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.

e. You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. Notwithstanding anything contained herein, we may assign our rights and obligations under these Terms in our sole discretion (without your consent) to an affiliate for any reason, including without limitation any assignment or novation in connection with a reincorporation to change Michi's domicile.

f. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision.

g. Michi will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labour conditions, power failures, Internet disturbances, or acts or omissions of third parties.

h. Michi reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Services or updating the "Last Updated" date at the end of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Services. If you do not agree to the revised Terms, you may not access or use the Services.