Bridge Service Terms

1. General

1.1

The Balance Network Bridge Service (“Balance Network Bridge Service” or this “Service”) is offered by Balance Network Ltd , a BVI registered company (“Balance Network”). The Balance Network Bridge Service is a cross-chain bridging service which allows the users to transfer assets across different blockchain. These Balance Network Bridge Service Terms (these “Balance Network Bridge Terms” or these “Terms”) govern your use of the Balance Network Bridge Service and is an addendum to the Balance Network's Terms of Service (“Balance Network Terms of Service”) entered into by and between you and Balance Network. References to “Balance Network”, “we”, “our”, or “us” are to Balance Network, and references to “you” or “your” or “User” are to the User who is bound by these Balance Network Bridge Terms. These Balance Network Bridge Terms are hereby incorporated into the Balance Network Terms of Service and User Agreements (as defined below) and made a part thereof, and are a prerequisite for your access to the Balance Network Bridge Service. For any inconsistency between these Balance Network Bridge Terms and the Balance Network Terms of Service, the terms of these Balance Network Bridge Terms shall govern and control. Any capitalized term not defined herein shall have the meaning set forth in the Balance Network Terms of Service and applicable User Agreements.

1.2

The contents of these Terms also include Balance Network's various system specifications, other agreements or rules in the connection with these Terms, and other relevant agreements and rules regarding the Service that Balance Network may publish on the Site from time to time. Once the above contents are officially released, it is an integral part of these Terms, and you shall be legally bound by the terms and conditions thereof. By using this Balance Network Bridge Service, you confirm you have read, understood, and accepted these Balance Network Bridge Terms, the Balance Network Terms of Service, the Balance Network Privacy Policy Statement, Risk & Compliance Disclosure, the relevant terms and conditions, service terms, user agreements, transaction and operation rules, policies, announcements and other rules (as amended and restated from time to time) published by Balance Network on the Site from time to time in connection with this Balance Network Bridge Service (“User Agreements”), and that you agree to be legally bound by the terms and conditions thereof. Unless you have read and accepted all the terms and conditions of these Terms and applicable User Agreements, you are not authorized to use this Service and its corresponding.

1.3

Balance Network reserves the right to change or modify the Balance Network Bridge Terms or any applicable User Agreements at any time, at its sole discretion, and will provide notice of such changes by posting the revised Balance Network Bridge Terms or applicable User Agreements on the Site and changing the “Last Updated” date therein. Your continued use of or access to the Balance Network Bridge Service following the posting of any changes constitute your acceptance of these Balance Network Bridge Terms and applicable User Agreements as amended and restated. If you do not accept the amended terms and conditions of these Balance Network Bridge Terms and applicable User Agreements, you shall stop using the Balance Network Bridge Service or other related Balance Network Services.

1.4

You acknowledge and agree that despite Balance Network’s good faith efforts to develop the Balance Network Bridge Service, it is possible that the Balance Network Bridge Service will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Balance Network Bridge Service and User’s tokens, and the potential utility of the User’s. You acknowledge and agree to accept any and all risks and Losses (as defined in Clause 5.4) which may arising from the foregoing.

1.5

5 This Service is only available to Users who meet the eligibility requirements under the Balance Network Terms of Service, and may not be available to Users in certain restricted or prohibited jurisdictions in accordance with the Balance Network Terms of Service. By accessing or using our Service, you represent and warrant that you are not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, nor restricted or prohibited from engaging in any type of trading by the European Union, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control as well as other administrative law enforcement agencies. Also, we may not make all of the Services available in all markets and jurisdictions, and may restrict or prohibit use of all or a portion of the Services from Restricted Locations, which at this time include Hong Kong, Cuba, Iran, North Korea, Crimea, Sudan, Malaysia, Syria, United States of America [including all U.S.A. territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas)], Bangladesh, Bolivia, Ecuador, Kyrgyzstan and Malta.

1.6

The terms of these Terms and applicable Balance Network User Agreements constitute these Terms and understanding regarding your use of any or all of the Services, and any manner of accessing them, between: You and Balance Network, depending on your location, nationality, services used, and your level of KYC completed.

1.7

Please read all the contents of the applicable terms of service, terms and conditions, user agreements, privacy policy and relevant transaction and operation rules, policies and other rules (as amended from time to time) on the Third Party Blockchain (as defined below) carefully, and use this Service only after you have read, understood and agreed to all the contents, terms and conditions therein.

1.8

Similar to any asset, the value of digital assets may fluctuate significantly, and there is a huge risk which means that you may suffer economic losses when buying, selling, holding or investing in digital assets and engaging related transactions. Your use of Balance Network’s Services means that you confirm and agree:

(1) You understand the risks associated with digital assets and related transactions;
(2) You agree to bear all risks and losses associated with the use of Balance Network’s Services and engaging transactions involving digital assets;
(3) Balance Network shall not be responsible for any such risks or losses or adverse consequences.

2. Definition

Third Party Blockchain: means the blockchain supported by the Balance Network Bridge Service to which Users can withdraw and transfer available digital assets to such blockchain.

3. Eligibility to Use the Service

3.1

In order to use our Balance Network Bridge Service, you represent and warrant the following:

You have agreed to abide by the “Balance Network Terms of Service”, and that you are not barred from using Balance Network Services or the Balance Network Bridge Service, and that you are not otherwise prohibited by applicable law from using Balance Network Services or the Balance Network Bridge Service;
If you are registering the Service in your personal capacity, in order to effectively accept these Terms, you must be at least 18 years old, with full civil rights and civil capacity, and have all the necessary authorities and abilities to enter into these Terms. Once entered into, it is binding on you.
If you are registering to use the Service on behalf of a legal entity, in order to effectively accept these Terms, you represent and under take that
- such legal entity is duly established and valid existing in accordance with applicable laws;
- you have the requisite power and authority to sign and enter into binding agreements for and on behalf of the User;
You understand the risks associated with using the Balance Network Bridge Service and other Balance Network Services; and you have the experience and risk tolerance of using the Services, and have the experience and knowledge to enter into relevant transactions under the Services;
You shall carefully consider and use clear judgment to evaluate your financial condition and the above-mentioned risks before making any decision to use this Service, and bear all the Losses arising therefrom;
In order to use the Service, you have the ability to perform operations on the Internet;
These Terms does not conflict with the applicable laws and regulations of your applicable jurisdiction, and you under take that you will comply with the applicable laws and regulations of your applicable jurisdiction;
You are the legal owner of the funds or digital assets in your Balance Network Account or other assets which you use in connection with the Balance Network Bridge Service or other Balance Network Services, and you represent and undertake that the sources of such funds or digital assets are legal; and you will not trade or obtain financing on or through Balance Network or any of its Services with anything other than funds or digital assets that have been legally obtained by you and that belong to you;
Any trading, transfer, exchange, or other instructions received or undertaken through your signature credentials are deemed to be valid, binding, and conclusive, and Balance Network may act upon those instructions without any liability or responsibility attached to it.
You will fairly and promptly report all income associated with your activities on Balance Network pursuant to applicable laws and regulations, and you will pay any and all related taxes and levies.

3.2 You agree and undertake that:

You shall not use the Service for any illegal purposes, including without limitation illegal gambling, money laundering, fraud, extortion, extortion, data breaches, terrorist financing, and any other violent activities or any businesses prohibited by the law.
You shall not conduct, initiate or promote any forms of market manipulation or other forms of illegal conduct, including without limitation, illegal gambling, money laundering, fraud, extortion, extortion, data breach, terrorist financing, and any other violent activities or businesses prohibited by the applicable laws and regulations of applicable jurisdiction.

3.3

You understand and accept all risks that may arise to you and the related Losses you may suffer in connection with the Service, including without limitation:

All risks and Losses you may suffer arising from your use of this Service. You are willing to bear any and all the risks and potential financial Losses arising from your use of this Service;
High price fluctuations of digital assets and their derivatives may cause significant or total Losses in a short period of time;
Technical anomalies may occur, which may delay or prevent you from using the Service or performing related transactions and result in Losses of your digital assets;
Market anomalies may occur, which may result in Losses of your digital assets;
In order to maintain the overall health of the market, Balance Network is required to add, remove, or change the policies, the terms of these Terms or other relevant service agreements or terms or applicable User Agreements from time to time. Such amendments may benefit or harm individual users like you.

3.4 No Representations & Warranties by Balance Network.

Please note that Balance Network makes no representations, warranties, or guarantees to you of any kind. Balance Network and its Balance Network Bridge Service are strictly offered on an as-is basis regardless of location, and without limiting the general purpose of the foregoing, are offered without any representation as to merchantability or fitness for any particular purpose.

3.5 Compliance with KYC Principles and Anti-Money Laundering Regulations

Special attention must also be paid to your local antimoney laundering regulations. Failure to do so may place you and/or your assets at risk. We are committed to providing you with safe, compliant, and reputable Balance Network Bridge Service. Thus, we may also insist on a comprehensive and thorough user due diligence process as well as any implementation and ongoing analysis and reporting. This may include but is not limited to monitoring for suspicious transactions as well as mandatory reporting to relevant international regulators. Balance Network must keep certain information and documentation on file in order to adhere to applicable laws and regulations, and hereby expressly reserves the right to keep such information and documentation. Please note that our right will apply even if you terminate your relationship with Balance Network or abandon your wallet and any other related applications.

4. Use of Service

4.1 Balance Network Bridge Transactions

The Balance Network Bridge Service allows the Users to transfer digital assets across different blockchains which may help the Users to be able to transfer your digital assets into a form that will be more easily accessible for you to utilize on Third Party Blockchain.
By using the Balance Network Bridge Service, Users can transfer digital assets across different blockchains and access cross-chain liquidity on difference Third Party Blockchain. By using the Service, Users can convert digital assets between the native blockchain and Third Party Blockchain by converting the digital asset from original form into another form which is backed by real digital assets and tokens on public address of Balance Network.
The transaction time for cross-chain transfer of digital assets by using the Service will depend on actual blockchain network confirmation time on Third Party Blockchain.
• Balance Network reserves the right to hold any funds or digital assets or freeze your Balance Network wallet should you not be able to ensure expeditious and full transfer of the digital assets you wish to exchange through the Balance Network Bridge Service.

4.2 Service Fees

By using the Service, you will be responsible to pay all the network transaction fees including without limitation gas fees occurred on the Third Party Blockchains you are transferring your digital assets between under this Services
You may be subject to a transaction fee in order for Balance Network to adequately perform its Balance Network Bridge Service. However, Balance Network merely provides an online transaction platform and is not a party to any bridge transaction on Third Party Blockchain.
You hereby agree and authorize Balance Network that Balance Network shall have the right to deduct the gas fee payable from your assets to be transferred, otherwise Balance Network has the right not to provide the Services to you under these Terms.
When a User redeems the digital assets, Balance Network will first deduct the gas fee or handling fee charged by the Third Party Blockchain from the User's assets, and then deposit the transferred assets into your account or your wallet.

4.3 Your Wallet

In order to use the Services, you may have to create your own files, passwords, mnemonic phrases, and/or private keys. Please keep all of these safe. You are solely responsible for any Losses to your wallet. Your wallet is not accessible to Balance Network, and we will not keep or maintain your files, passwords, mnemonic phrases, and/or private keys.

5. Liabilities

5.1

This paragraph is in addition to the risk disclosure provisions under these terms. Trading markets are volatile and may change quickly in terms of liquidity, market, and trading dynamics. You are solely responsible and liable for any and all trading and non-trading activities on or through our site and for your wallet on our site. You are also responsible for knowing the true status of any position or contract with any other party on the site, even if presented incorrectly by Balance Network at any time. You acknowledge and agree to be fully responsible for your trading and non-trading actions and inactions on or through Balance Network, and all gains and losses sustained from your use of the site and any of the Balance Network Bridge Service. You are responsible for any negative balance in your wallet(s) on Balance Network, and are also responsible for all your obligations with respect to any financing activities on Balance Network. in addition, you are responsible for safeguarding access to, and any information provided through, Balance Network and any of its Balance Network Bridge Service and your wallet which you used in connection with the Balance Network Bridge Service, including but not limited to, private keys, public keys, key seeds, and address details. There is no guarantee against any losses on or through Balance Network.

5.2

You agree and accept that the Balance Network Bridge Service is an early version of the product and not yet fully security audited. Balance Network is not responsible for any Losses of the User. Balance Network is under no obligation to compensate or re-issue any lost digital assets to the User. The use of the Balance Network Bridge Service is at the User’s own risk.

5.3 Any liability not expressly provided below shall be disclaimed.

5.4

Except as may be provided for in these Terms, Balance Network assumes no liability or responsibility for and shall have no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs, or any other expenses (including, without limitation, attorneys’ fees or the costs of any claim or suit), nor for any incidental, direct, indirect, general, special, punitive, exemplary, or consequential damages, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses (collectively, referred to herein as “Losses”) directly or indirectly arising out of or in connection with these Terms or any User Agreements, the Balance Network Bridge Services and your use of the Balance Network Bridge Services, the Site, any transaction of any digital assets on the Third Party Blockchain, any inaccurate, misleading, or incomplete statement by Balance Network or on the Site in relation to your wallets or any transaction you instructed and entered into, whether caused by Balance Network’s negligence or otherwise, any failure, delay, malfunction, interruption, or decision (including any decision by Balance Network to vary or interfere with your rights) by Balance Network in operating the Site or providing any Service, any stolen, lost, or unauthorized use of your wallet information any breach of security or data breach related to your wallet information, or any criminal or other third party act affecting Balance Network or its affiliates, or any offer, representation, suggestion, statement, or claim made about Balance Network, the Site, or any Service by its affiliates.

5.5

Balance Network shall only be liable for any damages of the User, no matter for what legal reasons, in case of willful intent and gross negligence only.

5.6

To the maximum extent permitted by law, Balance Network shall be liable in case of ordinary negligence only resulting from a breach of a material contractual obligation (material obligation, without the fulfillment of which the proper implementation of the purpose of the contract is not possible and on the fulfillment of which the User can regularly rely).

5.7

To the maximum extent permitted by law, except in case of intentional breach of contract, the liability of Balance Network is limited to the amount of damages typically foreseeable upon conclusion of these Terms. The User is obliged to notify Balance Network about special risks, atypical potential of damages and potential exceptional Losses in case of subsequent emergence.

5.8

You agree and accept that when you use this Service and transfer digital assets between the Third Party Blockchain and your Balance Network account or your wallets by using the Service, the time it takes for you to receive the digital assets in your account or your wallet may vary and the assets received shall be Balance Network shall not be liable for any and all Losses caused by time difference for receipt of digital assets.

5.9

Balance Network is not responsible for any Losses resulting from the User sending to wrong addresses. You agree that you shall bear any and all Losses resulting from your own fault or error, including but not limited to: not being in accordance with the transaction prompts operation, not conducting timely bridge transactions, transferring your digital assets to a wrong Third Party Blockchain or a wrong address, forgetting or leakage of passwords, cracked passwords, and/or your computer being invaded or hacked by others, and/or entering into wrong address to transfer or receive digital assets. You shall ensure you deposit your digital assets to the right address designated by Balance Network to receive your digital assets to be transferred to the Third Party Blockchain by using the Service. You shall provide a correct address of your wallet which you use to receive your digital assets to be transferred from the Third Party Blockchain by using the Service. Balance Network shall not be liable for any and all Losses resulting from your own fault or error, including but not limited to: You’re providing an incorrect address of your wallet or other address to receive the digital assets or you’re transferring your assets to a wrong address instead of the address designated by Balance Network.

5.10

Balance Network is not responsible for the credibility or reliability of Third Party Blockchain during your use of the you should therefore exercise caution when conducting these orders and transactions.

5.11

You agree and accept that Balance Network reserves the right to amend the content of these Terms anytime in its sole discretion. Balance Network shall not be liable to any Losses arising from your misunderstanding of these Terms, or your delay of reading the amendments to these Terms.

5.12

Balance Network shall not be responsible for any Losses incurred arising from contract vulnerabilities, hacking incidents, or suspension, discontinues, or termination of business, bankruptcy, abnormal suspension or cessation of trading of Third Party Blockchain or project sponsors or other potential risks. You agree to bear all the relevant risks set out in this Clause and all the Losses you may suffer arising from the abovementioned risks.

5.13

You agree and accept that if the Balance Network or the Third Party Blockchain cannot function properly or the Service is interrupted arising from the following circumstances, such that you are unable to use the Services or unable to operate or perform related trading operations or transactions, including without limitation, failure, delay, interruption, no system response, delayed system response or any other abnormal circumstances, Balance Network shall not be liable for any Losses. Such circumstances include without limitation to:

The Third Party Blockchain suspends, discontinues, and terminates its business, closes down, and abnormally suspends or stops trading;
Service suspension for maintenance as announced by the Third Party Blockchain or Balance Network;
System failure to transmit data;
Losses suffered by you or any other third parties arising from force majeure or accidents caused by other unforeseeable, unavoidable and unsolvable objective circumstances, including without limitation, typhoon, earthquake, tsunami, strikes, flooding, plague, power outage or failures, acts of God, war, turmoil, government actions, lawful acts of public authorities, terrorist attacks, any and all market movements, shifts, or volatility; etc. computer, server, or Internet malfunctions; security breaches or cyberattacks; criminal acts; delays or defaults caused by common carriers; acts or omissions of third parties; or, any other delays, defaults, failures or interruptions that cannot reasonably be foreseen or provided against;
Service interruption or delay arising from hacking, computer virus, technical adjustment or failure, website upgrade, banking issues, temporary closure arising from government regulations;
Service interruption or delay caused by the computer system of the Third Party Blockchain or Balance Network being damaged, defective or unable to perform normally;
Losses arising from technical problems that cannot be predicted or solved by existing technical forces in the industry;
Losses suffered by you or any other third parties arising from the fault or delay of any third party;
Losses suffered by you or any other third parties arising from changes in laws and regulations or government orders; or
You agree and accept that the above circumstances may lead to abnormal transactions, market interruptions and other possible abnormal circumstances, Balance Network reserves the right to refuse to execute your instruction based on actual circumstance. You understand and agree that Balance Network shall not be liable for any and all your Losses (including without limitation direct or indirect Losses or actual or potential Losses or possible loss of profits).

5.14

You agree and accept that Balance Network shall not be liable for any Losses caused by the risks set out in Section 3.3 of these Terms (including without limitation any direct or indirect Losses, actual Losses or possible loss of profits).

6. Mandatory Measures

6.1

You agree and accept that Balance Network strictly prohibits unfair trading practices. Balance Network reserves the right to exercise control over your account or close your account or refuse to provide the Service to you if Balance Network reasonably believes that you perform the following actions:

We reasonably believe that you have violated or may be acting in violation of these Terms;
We reasonably believe it is necessary to protect our other users from danger or loss;
We reasonably determine that you are using our platform in any way that may adversely affect or prevent others from the use of our Services;
You use obscene language, insulted, extorted, harassed, threatened, or otherwise violated or attempted to violate another user’s legal rights (including but not limited to their privacy and intellectual property rights), as well as collecting any personal information of other users for the purpose of distribution or personal attack;
You conducted price manipulation or any other malicious market behaviors;
You perform any actions harming other Users or Balance Network using the loopholes of the Service or other unreasonable means;
You participate in any activities that Balance Network regards as harmful to the market; and/or
We reasonably believe that you have violated or may be acting in violation of laws and regulations of any applicable jurisdiction.

In order to eliminate any adverse effects on the overall market, Balance Network reserves the right to take the following measures at its sole discretion, including without limitation, closing your account, restricting or canceling your instructions, canceling the abnormal transaction or rollback all the transactions of a certain period of time, and contacting and cooperating with relevant legal and/or regulatory authorities, including providing information disclosure. The extent of such information disclosure is at Balance Network’s sole discretion, and may include, but is not limited to, your contact information, transactional records and/or any other details or records, and any authentication measures conducted by Balance Network. You understand and agree that Balance Network shall not be liable for any and all Losses (including without limitation, any direct or indirect Losses, actual Losses or Losses of possible profits) suffered by you in connection with the above measures.

6.2

For abnormal transactions, market interruption and other abnormal conditions caused by system failure, network failure, distributed denial of service attacks (DDoS) and other hacker attacks and other unexpected factors, you acknowledge and agree that Balance Network shall have the right to cancel the abnormal transaction or rollback all the transactions of a certain period of time.

6.3

In the event of a potential loophole in the Balance Network Bridge Service that unjustly enriches you, Balance Network Balance Network shall have the right to cancel the abnormal transaction or rollback all the transactions of a certain period of time and Balance Network will contact you to recover the gains. You must fully and effectively cooperate; otherwise, Balance Network will take action, including but not limited to, placing restrictions on account transactions, freezing account funds, prosecution of you in a court with right of jurisdiction and other recourse measures. In the event that you do not cooperate, you shall also bear costs of recourse.

6.4

If we exercise our right to restrict or deny you access to the Balance Network Bridge Service, we shall not be responsible for any consequence of our failure to provide you with access to the Services, including any delay, damage, or inconvenience that may occur.

7. Indemnification

7.1

You shall take each possible steps to protect Balance Network and its affiliates from any damages or Losses arising from your use of the Service or other actions related to your Balance Network account or your wallets or address you designated to receive digital assets, otherwise you shall be liable to Balance Network.

7.2

You hereby agree to release Balance Network and its affiliates from liability for any and all Losses, and you hereby agree to defend, indemnify and hold Balance Network and its affiliates harmless from any claim or demand (including reasonable legal fees) made or incurred by any third party against Balance Network arising from or arising out of your breach of these Terms, your improper use of the Service, your violation of any laws or regulations of applicable jurisdiction or the rights of a third party and/or the actions or inactions of any third party to whom you grant permissions to use your Balance Network account or your wallets or access our website, software, system (including any network and servers used to provide any of the Service) operated by us or on our behalf, or any of the Services on your behalf.

8. No Business, Legal, Financial or Tax Advice

The User acknowledges and agrees that no information provided by Balance Network, notwithstanding whether included in these Terms or any other document or statement, should be deemed as business, legal, financial or tax advice. The User may consult his own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from the reception of and in connection with digital assets under this Balance Network Bridge Service.
Balance Network is not your broker, dealer, agent or consultant. The User acknowledges and agrees that in any transactions or other decisions or activities which you use any Balance Network Services, Balance Network does not have a fiduciary relationship or fiduciary duty with you. No communication or information provided by Balance Network to you not withstanding whether included in these Terms or any other document or statement, shall be deemed, considered or interpreted as investment advice, business advice, legal advice, financial advice, tax advice, trading advice or any other type of advice. You shall determine whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial condition and risk tolerance, and you shall be responsible for any and all Losses or liabilities. You may consult your own business, legal, financial or tax advisers regarding especially, inter alia, the individual chances, opportunities, risks, obligations or further costs arising from using this Balance Network Bridge Service. Balance Network does not recommend to you to buy, acquire, sell, transfer or hold any digital assets. Before making a decision to buy, sell, transfer or hold any digital assets, you shall conduct due diligence and consult your financial advisor before making any investment decision. Balance Network shall not be responsible for your decision to buy, sell, transfer or hold digital assets based on the information provided by Balance Network.

9. Third Party Website Disclaimer

Any links of external and third-party websites in Balance Network Services do not mean that Balance Network endorses any products, services, information and disclaimers provided therein, and Balance Network does not guarantee the accuracy of the information contained therein and assumes no liability for the content of any third-party websites. Balance Network shall not be liable for any Losses caused by your use of such third-party products and services. Balance Network has no influence on the content of third-party websites and the operators of the linked websites are solely responsible for their content. Balance Network has no control over the terms of use or privacy policies of third-party websites. Once you use this Service, it means that you acknowledge, understand and agree to all the terms of service, privacy policy and relevant transaction and operation rules, policies or any other rules (as amended from time to time) on the Third Party Blockchain or other third-party websites. Balance Network and each Third Party Blockchain are independent legal entities, and these Terms shall not constitute any form of agency, partnership or cooperative relationship between the parties. Balance Network and each Third Party Blockchain and any third party shall be responsible for their respective claims, debts and disputes arising from the performance of their respective contracts and agreements.

10. Governing Law

These Terms, your use of the Services, any claim, counter claim or dispute of any kind or nature whatsoever arising out of these Terms, directly or indirectly, shall be governed by, and construed in accordance with the laws of England and Wales without regard to the principles of conflicts of laws thereof.

11. Jurisdiction and Dispute Resolution

11.1

You acknowledge and agree that in the event of any dispute, controversy, difference or claim, including the existence, validity, interpretation, performance, breach or termination of the Terms or any dispute arising out of or relating to the Terms (“Dispute”), the parties shall first refer the Dispute to proceedings at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with HKIAC’s Mediation Rules in force for the time

11.2

If the Dispute has not been settled upon the signing of a settlement agreement within ninety (90) days following the filing of a request for mediation set forth in Clause 14.1, such Dispute shall be referred to and finally resolved by arbitration administered by the HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be the laws of the Hong Kong Special Administrative Region of People’s Republic of China (“Hong Kong”).

11.3

You agree that the seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3). Balance Network shall appoint one (1) arbitrator and you shall appoint one (1) arbitrator. The third arbitrator shall be appointed by the Chairman of the HKIAC. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The arbitration proceedings shall be conducted in English.

11.4

You agree that Balance Network shall not be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant and material to the outcome of the Dispute.

11.5

Any arbitral award shall be final and binding upon the parties hereto and shall be enforceable in any competent court which has jurisdiction.

12. Miscellaneous

12.1

You shall carefully read these Terms and any document referred to in these Terms that constitute the contents of these Terms. If there is anything that you do not understand in these Terms and any document referred to herein, you shall contact Balance Network and seek for clarification.

12.2

Unless otherwise instructed by Balance Network, any formal communication and document transfer between you and Balance Network shall be delivered through email. Any formal communication between you and Balance Network shall, unless otherwise agreed, be made in the English language. In the event of any discrepancy between the communication in English and that in a foreign language, the English version shall prevail. In the event of any discrepancy between any formal and/or informal communications and these Terms, these Terms shall prevail.
To Balance Network:
Email: [email protected]

12.3

In case any provision of these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If, however, any provision of these Terms shall be invalid, illegal, or unenforceable under any such applicable law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of these Terms, or the validity, legality, or enforceability of such provision in any other jurisdiction.

12.4

No failure or delay by Balance Network in exercising any right, power or remedy it is entitled to under these Terms or by stipulation of law shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of such rights, power or remedies.

12.5

You shall not transfer, novate or assign these Terms, and the rights and obligations here under, in whole or in part, without the prior written consent of Balance Network. Balance Network has right to transfer, novate or assign any rights or obligations under these Terms by serving written notice on you, which takes effect upon the delivery of such notice.

12.6

The headings of all the terms of these Terms are for reading convenience only and have no actual meaning and shall not be used as a basis for interpretation of the meaning of these Terms.

12.7

Balance Network has the sole and final discretion of interpretation of these Terms.