Terms of Use

Terms of Use

Welcome to Spotlight (hereinafter referred to as "Spotlight", "we", or "our") website and services (hereinafter referred to as "our service" or "service"). These Terms of Use (hereinafter referred to as "Terms", "Terms of Use", or "Agreement") contain the terms and conditions governing your use of our service, and constitute an agreement between us and the user (hereinafter referred to as "you" or "your"). By accepting this agreement, you declare and warrant that you have the right to legally accept the terms of this Terms of Service and are able to legally sign this agreement.

1.Using Our Service

1.1 Before using our service, please carefully read these terms of use. By accepting these terms on the website, filling out a service order, or otherwise accessing the service ("Effective Date"), you signify that you (1) accept and agree to these terms as well as any additional terms, rules, and participation conditions that Spotlight may publish from time to time, and (2) consent to the collection, use, disclosure, and other handling of information as described in our privacy policy. If you do not agree to these terms, you may not access or use our service.

1.2 We may update these terms at any time. If we do, we will post the changes on this page and indicate the last updated date. Once the terms are updated, if you continue to use our service, it means you agree to be bound by these changes. If you do not agree to these changes, you should stop using our service. We reserve the right to change, suspend, or terminate all or part of the website's functions at any time at our discretion and without prior notice.

2. Using Third-Party Content or Services

When using certain services provided by Spotlight, you may need to decide whether to use third-party content or services. We make no representations or warranties regarding these third-party content or services, and it is your responsibility to verify the authenticity and legality of third-party content or services obtained through Spotlight. Your use of third-party content or services will be subject to the separate policies, terms of use, and fee schedules of the third parties providing such content or services. We do not guarantee our relationships with third parties or the outcomes of your use of third-party content or services, nor do we assume any responsibility for the results of your use of third-party content or services.

3. Changes or Termination of Service

3.1 As operational needs dictate, we may periodically make changes, interruptions, or terminations to all or part of the website or services. If any significant changes or terminations occur, we will provide advance notice on the website. For any interruptions or significant changes to the service, we will make commercially reasonable efforts to continue supporting previous versions of the service for a reasonable period after the change or interruption, unless doing so would have a negative impact on our security, economic, or regulatory compliance.

3.2 We reserve the right to suspend or terminate your access to and use of our website and services at any time at our discretion, without prior notice to you.

4. Your Responsibilities

4.1 You must be at least 18 years old and have the legal capacity to enter into binding contracts with us, and you are not restricted under applicable law from using our website and services.

4.2 Our website and services are only available to users in specific jurisdictions, and these users may use the website in accordance with applicable laws. You warrant that you will comply with all applicable laws when using the website. Without limiting the foregoing, by using our website and services, you represent and warrant that: (a) you are not located in a country subject to sanctions by the US government; and (b) you are not listed on any US government list of prohibited, sanctioned, or restricted parties. If you access or use the website from outside the United States, you must ensure that your access and use within that country, territory, or jurisdiction does not violate any applicable laws, and you must not use any software or network technologies, including virtual private networks (VPNs), to modify your Internet Protocol (IP) address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but are not obligated, to monitor the access location of our website. Additionally, we reserve the right, based on our sole discretion, to block access to the entire or partial website from any geographic location, IP address, and unique device identifier, or to any user whom we believe violates these terms.

4.3 You are responsible for properly configuring and using the services, and taking appropriate measures to protect, safeguard, and back up your account and your content.

4.4 You are responsible for fully understanding the risks associated with using our services. By using our services, you hereby declare that you will assume responsibility for these risks yourself and agree not to hold us liable for any losses incurred as a result of these risks under any circumstances.

a. There are inherent risks associated with using cryptographic and blockchain-based systems, and familiarity with digital assets is required. You further understand that these systems may have vulnerabilities, faults, or other abnormal behaviors. We are not responsible for any issues with protocols, including forks, technical node issues, or any issues resulting in financial loss. You further acknowledge that we are not liable for any of these variables or risks, and cannot be held responsible for any losses you may incur when using our services. Therefore, you understand and agree to assume full responsibility for all risks.

b. There are risks associated with using internet-based currencies or digital assets, including but not limited to hardware, software, and internet connection risks, risks of malicious software, and risks of third parties accessing information stored in your wallet without authorization. You accept and acknowledge that we are not responsible for any communication failures, interruptions, errors, distortions, or delays you may encounter when using our services for transactions, regardless of the cause.

c. Regulatory frameworks for blockchain technology, cryptocurrencies, and tokens are currently unclear in certain jurisdictions, and new regulations or policies may significantly impact the development of our services.

5. Service Fees and Taxes

5.1 Certain services may incur fees. Unless otherwise specified, we will charge you the applicable usage fees at the time of service usage.

5.2 Parties are responsible for identifying and paying all taxes and other government fees related to transactions in accordance with applicable laws. Payment under this Agreement. We reserve the right to withhold taxes when necessary.

6. Suspending or Terminating Your Use of Our Services

6.1 If any of the following situations are identified while you are using the service, we may immediately suspend or terminate your rights to use any portion or all of our services:

a. Unauthorized use or attempted use of another user's account;

b. Using the service in a manner that may harm its functionality;

c. Accessing the service using any data mining, robots, spiders, web crawlers, scrapers, scripts, browser extensions, offline readers, or any other unauthorized automated means or interfaces to extract data or interfere with or modify the presentation of service pages or functionality;

d. Reverse engineering, copying, decompiling, decoding any aspect of the service, or performing any operations that may discover source code, circumvent, or bypass measures used to prevent or restrict access to any service, area, or code of the service;

e. Directly or indirectly using the service for or in connection with money laundering, terrorist financing, or other illegal financial activities, or in any way violating any applicable laws or regulations for you or Spotlight;

f. Creating, providing, selling, or purchasing securities, goods, options, or debt instruments for any sanctioned entity directly or indirectly, (a) located, ordinarily resident, or established under laws of a jurisdiction subject to sanctions; or (c) owned or controlled directly or indirectly by a natural or legal person located, ordinarily resident, or established under laws of a jurisdiction subject to sanctions;

g. Using the service to purchase, sell, or transfer stolen goods, fraudulently obtained items, unauthorized items, and/or any other illegally obtained items;

h. Infringing or violating the intellectual property or other rights of others;

i. Using wallets derived from illicit activities or for engaging in illicit activities to profit from illegal activities;

j. Using the service in a manner that may disrupt, damage, negatively impact other users, or hinder other users from fully enjoying the service.

6.2 If we determine that you have violated these terms, we may suspend or terminate your access rights, close your account, or terminate your use of the service. We reserve the sole discretion to refuse service to anyone, with or without notice.

6.3 If we decide to stop or terminate your access to or use of the service, or close your account, we may provide notice to you within a reasonable time by sending you an email or through other means. You acknowledge and agree that we may immediately stop, terminate, or close your account and access to the service without prior notice if we believe you have violated these terms, or if we believe it is necessary to protect our service, our users, or third-party rights, property, or safety, or if your actions may result in legal liability to our service, our users, or third parties. Additionally, we reserve the sole discretion to refuse service to anyone, with or without reason, and whether or not there is a right to notice. You agree that we are not liable to you or any third party for terminating your access to or use of the service.

6.4 If your account is suspended or terminated, you will no longer have access to any content, data, or information in that account, including but not limited to any encrypted assets or other data. You agree that when we suspend or terminate your account, we are not liable to you or any third party, and we reserve the right, at our sole discretion, to delete your account and/or any content, data, or information in your account.

7. Ownership and Privacy

7.1 All content in our service, including but not limited to text, graphics, images, photos, audio, video, URLs, doodles, metadata, tags, documents, information, code, software, and databases, as well as all designs, layouts, selections, arrangements, expressions, and styles, are owned by Spotlight or its licensors. Without prior written consent from Spotlight or its licensors, you may not copy, modify, create derivative works, sell, rent, publish, reproduce, distribute, display, transmit, sublicense, use, or otherwise exploit any content in the service. Spotlight and its licensors reserve all rights, whether expressly specified in these terms or not.

7.2 The name, logo, trademarks of Spotlight, as well as any Spotlight product or service names, designs, logos, and slogans, are the intellectual property of Spotlight, our affiliates, or licensors. Without our prior written permission, you may not wholly or partially copy, imitate, or use them.

7.3 All other third-party trademarks, registered trademarks, and product names mentioned in our service, as well as the content contained in any encrypted assets associated with the service, are the property of their respective owners. Without the permission of the applicable intellectual property rights holder, you may not wholly or partially copy, imitate, or use them. Referencing any product, service, process, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Spotlight.

7.4 If you provide any suggestions to us or our affiliates, we and our affiliates shall have the unrestricted right to use these suggestions. You hereby irrevocably transfer all rights and interests in the suggestions to us and agree to provide us with any assistance we may need to record, perfect, and maintain our rights in the suggestions. You agree that Spotlight may use and disclose your suggestions in any manner and for any purpose without further notice to you or compensation, and you waive any related property rights.

7.5 We highly respect your privacy. When using the service, we may collect, use, and disclose information related to you personally. Our privacy policy explains the types of information we collect, use, and disclose and their purposes. Please read our privacy policy to understand how we handle your personal information.

8. Compensation and Disclaimer

8.1 To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Spotlight and its affiliated companies and service providers, as well as each past, present, and future director, officer, member, employee, advisor, representative, and agent, and their respective successors and assigns (collectively referred to as the "Spotlight Parties"), from and against any and all actual or alleged third-party claims, damages, judgments, losses, liabilities, obligations, taxes, penalties, interests, expenses, costs (including but not limited to attorneys' fees and expenses), and any other costs (including but not limited to court costs, settlement costs, and recovery and insurance costs), regardless of their nature, whether known or unknown, foreseeable or unforeseeable, matured or unmatured, suspected or unsuspected, whether in law or equity, and whether arising from or related to: (a) your use of our services; (b) your breach of these terms or applicable law; (c) your infringement of third-party rights; and (d) your negligence or willful misconduct. You agree to promptly notify Spotlight of any third-party claims and to cooperate with us in defending such claims.

8.2 To the maximum extent permitted by law, regardless of whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Spotlight or its service providers have been advised of the possibility of such damages, neither shall be liable for any incidental, special, exemplary, or consequential damages arising from or related to these terms or the use or inability to use the website, or any damages resulting from loss of profits, loss of revenue, loss of savings, loss of business opportunities, loss of data or goodwill, service interruption, computer damage, or system failure, or the costs of substitute websites, even if the limited remedies set forth herein are found to have failed of their essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for indirect or consequential damages, so the above liability limitations may not apply to you.

8.3 The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between Spotlight and you.

8.4 Disclaimer. Our services are provided on an "as-is" and "as-available" basis, with no express or implied warranties or conditions. Spotlight (and its suppliers) make no representations or warranties regarding the website: (I) meeting your requirements; (II) being provided uninterrupted, timely, secure, or error-free; or (III) being accurate, reliable, complete, legal, or safe. Spotlight disclaims all other express or implied warranties or conditions, including but not limited to any implied warranties that the website, any content contained therein, or any encrypted assets listed therein, are merchantable, fit for a particular purpose, quiet enjoyment, or non-infringement, to the maximum extent permitted by applicable law.

9. Dispute Resolution

9.1 These terms shall be governed by and construed in accordance with the laws of Hong Kong.

9.2 Unless you and Spotlight have agreed otherwise in writing, you agree that any dispute or claim arising out of or in connection with these terms, including the existence, validity, breach, or termination thereof, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its rules. The arbitration shall be conducted in English. The arbitrator shall conduct the arbitration in accordance with the provisions of these terms and strictly adhere to applicable law. Unless otherwise agreed by the parties, the arbitral award shall be final, binding, and enforceable, with no right of appeal or recourse. The arbitration shall be conducted through the HKIAC.

9.3 Waiver of Class Action. You agree that any claims must be brought solely in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Furthermore, if the parties' dispute is resolved through arbitration, the arbitrator shall not consolidate the claims of any other person with your claims, nor shall the arbitrator preside over any form of representative or class proceedings. If this specific provision is found to be unenforceable, the entirety of this Dispute Resolution section shall be deemed invalid.

10. Other

10.1 Spotlight will provide any notices or other communications under these terms in the following manner: (i) via email; or (ii) by posting on the website. For notices sent via email, the date of receipt of the notice will be deemed the date of transmission. Notices posted on the website will be effective upon posting. To give notice to us under this agreement, you must send an email notification to us at the designated email address specified here: [[e-mail] ].

10.2 If any part of these terms is deemed invalid or unenforceable, the remainder shall remain fully valid.

10.3 The term of this agreement shall commence upon your initial use of our services and shall remain in effect until (a) mutually terminated by both parties or (b) terminated by either party due to a material breach by the other party of this agreement.