1.01  "Account" means a User's Telegram account and "Accounts" means the Account and any other Telegram accounts beneficially owned by the User, related persons to the User, and their Affiliates.

1.02  "Affiliates" means any entity that controls, is controlled by, or is under common control with Service Provider. For purposes of this definition, the term "control" means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

1.03  "Applicable Laws" means any laws, regulations, guidelines, ordinances, directives, orders, and any other mandatory requirements applicable to the Services, including, without limitation, the laws of Canada, the United States, any country in which the User resides or from which the User accesses or uses the Services, and the laws of any country in which the holder of a Wallet involved in a Transaction resides.

1.04  "Blockchain" means a decentralized, distributed and public digital ledger that is used to record transactions across many computers so that the record cannot be altered retroactively without the alteration of all subsequent blocks and the collusion of the network.

1.05  "Conduct Policy" has the meaning ascribed thereto in the recitals hereto.

1.06  "Confidential Information" has the meaning ascribed thereto in Section 12.05.

1.07  "Digital Assets" means Digital Currencies, their derivatives or other types of digitalized assets with a certain value.

1.08  "Digital Currencies" mean any encrypted or digital tokens or cryptocurrencies with certain value that are based on Blockchain and cryptography technologies and are issued and managed in a generally decentralized form.

1.09  "Gas Fees" means the transaction fees payable in respect of the transmission of the Digital Asset on the particular Blockchain, which, for greater certainty, is not a Fee charged by the Service Provider pursuant to these Terms.

1.10  "Maestro Bots" are proprietary bots designed by the Service Provider for use on Telegram.

1.11  "Maestro Channels" means the @MaestroSniperUpdates channel, the @MaestroBots group and the @MaestroBotsHub channel on Telegram, as applicable to the circumstances, and any other channels introduced on Telegram to facilitate the Services.

1.12  "Maestro Services Rules" means all rules, interpretations, announcements, statements, letters of consent and other content released by Service provider on the Maestro website (available at www.maestrobots.com) or on the Maestro Channels.

1.13  "Maestro Website" means the Maestro website available at www.maestrobots.com.

1.14  "Materials" means all materials owned by or relating to the Service Provider or the Services, including without limitation, the Maestro Bot, the Maestro Channels, and all text, images, videos, audio, software, code, interfaces, and the design, structure, selection, coordination, expression, "look and feel" and arrangement of such materials.

1.15  "Native Currency" means the Digital Asset that is the particular Blockchain's Digital Currency used to reward miners and validators for confirming transactions or blocks of transactions.

1.16  "Parties" means the User and the Service Provider.

1.17  "Personal Information" has the meaning ascribed thereto in the Service Provider's Privacy Policy, and includes all information required to verify the User's identity in compliance with Applicable Laws. Information required to verify the User's identity may include the User's name, e-mail address, contact information, phone number, username, government-issued identification, date of birth, information collected during the Registration process, and any other information deemed necessary by the Service Provider to comply with Applicable Laws.

1.18  "Private Keys" means a set of secret cryptographic keys that are used to sign transactions and provide proof of ownership of and access to the corresponding Digital Assets.

1.19  "Privacy Policy" has the meaning ascribed thereto in the recitals hereto.

1.20  "Restricted Location" means the United States, Canada, and such other locations as designated from time to time as a "Restricted Location" on the Service Provider's restricted location list, available at www.maestrobots.com/restrictedlocations.

1.21  "Services" has the meaning ascribed thereto in the recitals hereto.

1.22  "Smart Contracts" means a contract, transaction or agreement concluded in the form of computer code between two or more parties on a decentralized network.

1.23  "Smart Contracts Code" means the software code that is used to facilitate transactions by verifying, facilitating or enforcing the negotiation or performance of Smart Contracts.

1.24  "Telegram" is an unaffiliated third-party cloud-based mobile and desktop messaging application that provides users with a secure, open source, communications. For more information on Telegram, please go to www.telegram.org.

1.25  "Transaction" means a sending or receiving transaction initiated by a User on Telegram utilizing the Services.

1.26  "Transaction Data" means any data related to a Transaction and may include the Private Keys of the Wallet connected to the Services.

1.27  "User" has the meaning ascribed thereto in the recitals hereto.

1.28  "Users" means all individuals, institutions or organizations that access, download or use the Services and who meet the criteria and conditions stipulated by the Service Provider. If there exist other agreements for such entities as developers, distributors, market makers, and Digital Currencies exchanges, such agreements shall be followed.

1.29  "Wallet" means a digital asset wallet that is used to store Digital Assets.

2.01  About These Terms.

(a)  Contractual Relationship. These Terms constitute a binding legal agreement between the User and Service Provider.

(b)  Complete Agreement. These Terms, together with the Service Provider's privacy policies (available at www.maestrobots.com/privacy), constitute the complete and exclusive agreement between the User and Service Provider with respect to the User's use of the Services and supersede and govern all prior proposals, agreements, representations, and understandings.

(c)  Notice of Changes to these Terms. Service Provider reserves the right to modify these Terms at any time. If Service Provider makes a material change to these Terms, Service Provider will notify the User by means of a prominent notice on the Maestro Website, Maestro Bot or on the Maestro Channels prior to, or at the time of, the change becoming effective. The User is responsible for regularly reviewing the Maestro Website and the Maestro Channels to obtain timely notice of such modifications. If the User does not agree to any changes to these Terms, the User must stop using the Services immediately. The User will be deemed to have accepted such modifications by continuing to use the Services after the date of publication of such notice of change.

(d)  Prohibition of Use. Users may not use the Services if they:

(i)  are not of legal age to form a binding contract with Service Provider, such legal age being 18 years of age under the Applicable Laws of most jurisdictions,

(ii)  do not have full legal capacity and authority to enter into these Terms,

(iii)  are a person barred from receiving the Services under the laws of the United States, Canada, or any other country including the country in which the User is resident or from which the User uses or accesses the Services,

(iv)  have been previously suspended or removed from using the Services, or any other services provided by the Service Provider,

(vi)  resident, located in, or otherwise attempting to access the Services from, or otherwise acting on behalf of a person or legal entity that is resident or located in, a Restricted Location,

(vi)  are, by using the Services, violating any Applicable Laws, including legislation and regulations on anti-money laundering, anti-corruption and counter-terrorist financing, or

(vii)  have been included in any trade embargoes or economic sanctions lists (such as the United Nations Security Council Sanctions List), the List of Specially Designated Nationals maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the Denied Persons or Entity List of the U.S. Department of Commerce, and

(viii)  notwithstanding anything contained in this Section 2.01(d), the Service Provider reserves the right to choose markets and jurisdictions to conduct business, and may restrict or refuse, in its sole discretion, the provision of Services in certain countries or regions and to certain Users, for any reason.

2.02  Service Provider Limitations. The Service Provider:

(a)  is a technology developer that builds bots for use on Telegram (i.e. the Maestro Bots) that facilitate Transactions;

(b)  notwithstanding the fact that the Service Provider requires the Private Keys to a Wallet in order to facilitate transactions, the Service Provider does not hold, custody or take possession of the User's Digital Assets in any way, and will not be responsible for any lost Digital Assets, or lost revenues in respect of such lost Digital Assets, for any reason;

(c)  provides technology for use by Users on Telegram, in the form of Maestro Bots, that facilitate Transactions by giving instructions to Wallets to send Digital Assets to other Wallets or Smart Contracts to execute transactions in accordance with Smart Contract Code related to such Smart Contracts;

(d)  has no affiliation with Telegram, nor any control over Telegram policy or privacy, and is not responsible for any actions or changes made by Telegram that result in delays, loss of privacy, loss of Digital Assets, or any other damages, losses or expenses, resulting from Telegram, the User's Account, or any affiliates of Telegram;

(e)  asserts and discloses that the Services are in beta, and may continually be in beta as additional features continue to be added, and may not function as intended at all times; and

(f)  does not guarantee the accuracy, applicability, reliability, integrity, performance or appropriateness of the Services and Service Provider shall not be liable for any loss, damage or expense that may be caused directly or indirectly by the User's use of the Services.

2.03  Requirements for Use of Services. In order to use the Services, Users must agree and comply with the following:

(a)  Terms. Users must agree to these Terms, including the Privacy Policy and the Conduct Policy, in order to access the Services;

(b)  Registration. Users are not required to register for an account at this time, but the Service Provider may, at any time, with or without notice, require that Users register for an account in order to continue to access the Services and the Service Provider will not be liable for any damages, losses or expenses incurred by Users as a result of such change in policy;

(c)  Information Required for Registration. In the event that the Service Provider determines that registration is required to access the Services ("Registration"), in the sole discretion of the Service Provider, Users will be required to provide the information identified in this Section 2.03, together with any such other information as determined by the Service Provider, in its sole discretion. Where Registration is required, additional terms and conditions may apply to the use of the Services;

(d)  Refusal to Grant Access. The Service Provider may refuse, in its sole discretion, to provide access to the Services to any person for any reason, including for no reason whatsoever;

(e)  Complete and Accurate Information. In the event that the Service Provider determines that Registration is required, the User agrees to provide complete and accurate information when completing the Registration process, and the User further agrees to provide timely updates to any information provided to the Service Provider to maintain the accuracy and integrity of the information;

(f)  User Identity Verification. In the event that the Service Provider determines, in its sole discretion, that it is necessary to verify the User's identity in order to access, or continue to access, the Services:

(i)  the Service Provider may require that the User provide Personal Information for identify verification,

(ii)  any Personal Information gathered by the Service Provider will be used by the Service Provider, directly or indirectly through the use of an intermediary, to verify the User's identity, identify traces of money laundering, terrorist financing, fraud and other financial crimes, or for any other lawful purpose determined by the Service Provider,

(iii)  such Personal Information will be collected and used or shared in accordance with the Privacy Policy,

(iv)  in providing such Personal Information, the User authorizes the Service Provider to:

1)  keep a record of that information during the period in which the User continues to access the Services, and for an additional five (5) years, or such additional period of time as required by Applicable Laws, and

2)  conduct necessary investigations directly or through a third-party intermediary to verify the User's identity or protect the User and/or Service Provider from financial crimes, such as fraud; and

(v)  in providing the Personal Information, the User attests that the information provided is true and accurate, and the User shall indemnify and hold harmless the Service Provider for any losses, damages or expenses incurred or realized by the Service provider in respect of any inaccurate or incomplete information provided by the User;

(g)  Service Usage Requirements.

(i)  the Services can only be used by the owner of the Telegram account and may not be used by other persons. The Service Provider reserves the right to suspend or terminate the User's use of the Services where the Account is accessed or used by persons other than the owner of the Account, and

(ii)  if the User suspects or becomes aware of any unauthorized use of the Account, the User should notify Telegram and the Service Provider immediately. The Service Provider assumes no liability for any loss or damage arising from the use of the Services by the User or any third-party with or without the User's authorization; and

(h)  Security.

(i)  notwithstanding the fact that Service Provider does not hold the User's Digital Assets on the User's behalf, the authorizations given to the Maestro Bot by the User put the User's Digital Assets at risk. In order to minimize these risks, the User agrees to treat the User's Account access credentials (such as username and password), as well as any other sensitive information (such as private keys and seed phrases) as confidential information, and not to disclose such information to any third-party. You also agree to be solely responsible for taking the necessary security measures to protect the User's personal information as it relates to accessing the User's Account or the Services, and

(ii)  the User is solely responsible for keeping the User's Account credentials, and access to the User's Account, secure, and the User is responsible for all Transactions originating from the User's Account. Service Provider assumes no liability for any loss or consequences caused by authorized or unauthorized use of the User's Account.

3.01  The Maestro Bot. By agreeing to these Terms, the User will be granted access to the Services, which includes access to the Maestro Bot. The Maestro Bot allows Users to, inter alia, send and receive Digital Assets, create Wallets, implement auto-buys and auto-sells of Digital Assets when certain conditions are met, customize conditions for buys and sells of Digital Assets, offer protections against rug-pulls and blacklists, control gas fees, copy the trades of other Digital Asset holders, and facilitate the swapping of one Digital Asset for another, etc., in accordance with the provisions of these Terms.

3.02  Digital Asset Wallets and Telegram Access. Users must have a digital asset Wallet that is compatible with the Service Provider’s technology in order to use the Services, which may be provided by the User or may be generated by the Maestro Bot. In order to access the Services, Users are required to have a Telegram account in order to access Telegram groups and channels, which are all required to use the Maestro Bot and the Maestro Channels.

3.03  Access to Private Keys. In order to facilitate Transactions, the Service Provider must have access to the User’s Private Keys. In order to take advantage of the Transaction capabilities of the Services, users must give the Maestro Bot access to their private keys. The User can directly supply the Private Keys of an existing Wallet or the User may generate a new Wallet through the Maestro Bot., following which the Maestro Bot will connect the Wallet to the Services and will provide the User with the Private Keys necessary to control the Wallet. The User is solely responsible for the recording and storage of the Private Key and the Service Provider is not responsible for any lost or improperly recorded or stored Private Keys. The Service Provider will retain the Private Keys in accordance with the Privacy Policies and retention disclosures provided in these Terms. The Service Provider strongly recommends using a secondary Wallet when using the Services and not to connect a primary Digital Asset Wallet to the Services.

3.04  Fees Per Transaction. The Service Provider charges Fees on a per Transaction basis for Transactions undertaken by Users through the Maestro Bot, as further set out in Article IV, below.

3.05  No Assurances. The Service Provider does not warrant that the Services will be available at all times, or that the Services will be available without interruption, or that the Services will be secure, or that the use of the Services will be free from errors or omissions. The Service Provider does not warrant that the Services will meet the User’s requirements. The Service Provider disclaims all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

3.06  Service Provider Rights. In providing the Services, the Service Provider has a right to, in its sole discretion:

(a)  provide, modify or terminate, any or all of the Services;

(b)  allow or prohibit access or use of the Services by one or more Users, for any reason or for no reason whatsoever;

(c)  determine whether a Digital Asset will be available for use through the Maestro Bot and may add or remove Digital Asset functionality from time to time; and

(d)  change the minimum or maximum amount of Digital Assets required or permitted for a particular Transaction; and

Service Provider may, but is not obliged to, notify Users in advance of any such addition, removal, or amendment described in this Section 3.06 and Service Provider shall have no liability to Users in connection with such additions, removals or amendments.

4.01  Fee Amounts. The Service Provider charges a 1% fee (the “Fee”) on each successful “buy” or “sell” Transaction, which, for the purposes of this Agreement, means the exchange of one Digital Asset for another, directly or indirectly through an intermediary Digital Asset (collectively, a “Buy/Sell Transaction”). Presale contributions of a Digital Asset using the Services will be considered a Buy/Sell Transaction. The transfer of a Digital Asset from one Wallet to another Wallet (other than a presale contribution) is not considered a Buy/Sell Transaction and no Fee will be charged for such a transfer of Digital Assets.

4.02  Fee Composition. Fees for Buy/Sell Transactions are paid by the User in the Native Currency of the Blockchain of the Digital Asset being traded. For example, where a User enters into a Buy/Sell Transaction using an Ethereum Wallet through the Maestro Bot to acquire another Digital Asset, the Fees will be charged in Ethereum.

4.03  Gas Fees. The Fee charged by the Service Provider is not inclusive of Gas Fees. Gas Fees are paid by the User to the Blockchain network and not to the Service Provider and the Service Provider will not be liable for any Gas Fees charged by the Blockchain network.

4.04  Minimum Fee. The Service Provider may, in its sole discretion, and without advance notice to the User:

(a)  change the method of determining, calculating or collecting Fees on any Transaction or Service;

(b)  change the amount of Fees payable on any Transaction, including charging a minimum Fee for any Transaction or Service; and

(c)  charge Fees on any Transaction that does not strictly involve the transfer of a Digital Asset from one Wallet to another Wallet.

4.05  Notice of Change of Fees. In the event that the Service Provider makes a change to the Fees charged for the Services or in respect of Transactions in accordance with Section 4.04, it will provide notice of such change on its website or on Telegram, and the User will be deemed to have accepted such change in respect of any Transaction undertaken by the User after this change has been so provided.

5.01  License. Provided that the User complies with the terms and conditions stated in these Terms at all times in which the User uses the Services, the Service Provider grants the User a revocable, limited, royalty-free, non-exclusive, non-sublicensable, and non-transferable license to access and use the Services through the User’s computer or internet compatible devices for the User’s personal or internal purposes, as the case may be. This license is revocable at any time by the Service Provider, in its sole discretion.

5.02  Prohibitions. Users are prohibited to use the Services for resale or commercial purposes, including transactions on behalf of other persons or entities. Any action in contravention with the foregoing constitutes a material breach of these Terms.

5.03  Limitations. The foregoing license is limited as follows:

(a)  the Service Provider reserves all rights not expressly granted in these Terms and the User acknowledges and agrees that the User is prohibited from using the Services in any way not expressly authorized by these Terms;

(b)  the Services Provider does not transfer the Maestro Bot or the ownership or intellectual property rights of any of the Service Provider’s intellectual property to the User or to anyone else. All text, graphics, user interfaces, visual interfaces, photos, sounds, process flow diagrams, computer code (including HTML code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the Services or provided by the Service Provider are exclusively owned, controlled and or/licenses by the Service Provider; and

(c)  the Service Provider owns any feedback, suggestions, ideas, or other information or materials (collectively, “Feedback”) about the Service Provider or the Services (including the Maestro Bot) that the User provides, regardless of the medium through which such Feedback is provided, including Feedback provided by e-mail or through Telegram. The User hereby transfers all rights, ownership, and interests in the Feedback and all related intellectual property rights to the Service Provider. The User has no right and hereby waives any request for acknowledgement or compensation with respect to any Feedback, including changes or modifications resulting from or relating to such Feedback.

5.04  Representations, Warranties and Undertakings.

By using the Services, the User represents, warrants and agrees to undertake and comply with the following:

(a)  while using the Services, all activities carried out by the User will comply with the requirements of Applicable Laws, these Terms, and various guidelines of the Service Provider and will not use the Services for any illegal or malicious purposes;

(b)  the User’s use of the Services will not violate public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prohibit other Users from using the Services;

(c)  in using the Services, the User represents and warrants that their funds come from legitimate sources and do not originate from illegal activities under any Applicable Laws.

(d)  to the extent that the Service Provider requires any information in order to evidence or confirm the representations and warranties set out in Section 5.04(b), the User agrees to immediately provide or otherwise collect the information and materials requested by the Service Provider to verify the legality of the sources and the User’s intended use of funds.

(e)  the User agrees not to use the services for market manipulation (such as pump and dump schemes, wash trading, self-trading, quote stuffing, and spoofing or layering, regardless of whether prohibited by law);

(f)  without written consent from the Service Provider, the User shall not use the Services or any data provided by the Service Provider for commercial purposes, which commercial purposes include:

(i)  trading services that make use of Maestro Bot or the Services in any way,

(ii)  data feeding or streaming services that make use of any data provided by or through the Services, and

(iii)  any other websites, apps or services that charge for or otherwise profit from (including through advertising or referral fees) the Services in any way;

(g)  without prior written consent from the Service Provider, the User will not modify, replicate, duplicate, copy, download, store, transmit, disseminate, transfer, disassemble, broadcast, publish, license, sublicense, sell, mirror, design or redesign, rent, lease, private label, grant security interests in or any part of, use to create derivative works or otherwise take advantage of in any manner which could result in commercialization and all copyright statements or labels on any Service Provider Materials may not be removed or altered, the Services (including the Maestro Bot) in any manner whatsoever.

(h)  use the Services in any manner that could damage, disable, overburden, or impair the Service Provider’s servers or networks, or interfere with any other party’s use and enjoyment of the Services;

(i)  attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any of the Service Provider’s servers or networks;

(j)  interfere, or attempt to interfere, with any security-related features of the Services, or any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Services or the content therein;

(k)  reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Services, or to obtain any information from the Services using any method not expressly permitted by the Service Provider;

(l)  the User will not:

(i)  use any deep linking (except in accordance with the intended design of the Services), web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Maestro Bot or the technology used to provide the Services or properties, or replicate or bypass the navigational structure or presentation of the Maestro Bot or the Services in any way, in order to obtain or attempt to obtain any Materials in any manner not purposely provided through the Services;

(ii)  attempt to access any part or function of the Services without authorization, or connect the Services or any Service Provider servers, systems or networks by hacking, password mining or any other unlawful or prohibited means;

(iii)  probe, scan or test the vulnerabilities of the Services, or any network related to the provision of the Services, or violate any security or authentication measures used in connection with the Services,

(iv)  reverse look-up, track or seek to track any information of any other Users or visitors of the Services,

(v)  take any action or actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of the Services or the Service Provider, or the infrastructure of any systems or networks connected to the Services,

(vi)  use any devices, software or routine programs to interfere with the normal operation of the Services, or any transactions on the Services, or any other person’s use of the Services,

(vii)  forge headers, impersonate, or otherwise manipulate identification, to disguise the User’s identity or the origin of any messages or transmissions sent by the User to the Service Provider, or

(viii)  use the Services in an illegal way.

5.05  Violation of Terms. Any non-compliance with these Terms, including any breach of the representations, warranties and undertakings described in Section 5.04 by the User will be a violation of these Terms and the Service Provider may pursue any and all legal and equitable remedies against the User, including, without limitation, seeking immediate injunctive relief.

5.06  Indemnification. The User agrees to indemnify and hold the Service Provider and its Affiliates, their officers, directors, shareholders, employees, agents and licensors harmless from any claim or demand, including reasonable attorneys’ fees, arising out of:

(a)  the User’s breach of these Terms,

(b)  the User’s violation of any law or the rights of any third party,

(c)  any Transaction conducted by the User,

(d)  any other actions conducted by the User in connection with the Services.

5.07  Other Rights Given to Service Provider. By accessing the Services, the User agrees that the Service Provider has the right to:

(a)  investigate any violation or potential violation of these Terms,

(b)  unilaterally determine whether the User has violated these Terms, and

(c)  take actions under Applicable Laws without the User’s consent or prior notice, which actions may include:

(i)  suspending or terminating the User’s access to the Services, thereby restricting the User’s ability to conduct Transactions,

(ii)  reporting the incident to authorities in any applicable jurisdiction,

(iii)  publishing the alleged violations and actions that have been taken, and

(iv)  deleting any information published by the User that are found to be violations.

6.01  Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, ANY MATERIALS, AND ANY PRODUCT OR SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE SERVICE PROVIDER ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE SERVICE PROVIDER EXPRESSLY DISCLAIMS, AND YOU WAIVE, ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. WITHOUT LIMITING THE FOREGOING, THE SERVICE PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES OR THE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE PROVIDER DOES NOT GUARANTEE THAT ANY TRANSACTION WILL BE EXECUTED, ACCEPTED, RECORDED OR REMAIN OPEN. EXCEPT FOR THE EXPRESS STATEMENTS, AGREEMENTS AND RULES SET FORTH IN THESE TERMS, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED UPON ANY OTHER STATEMENT OR AGREEMENT, WHETHER WRITTEN OR ORAL, WITH RESPECT TO YOUR USE OF, AND ACCESS TO, THE SERVICES. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT THE SERVICE PROVIDER WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES OR EXPENSES ARISING OUT OF OR RELATING TO:

(a)  ANY INACCURACY, DEFECT OR OMISSION OF DIGITAL ASSETS PRICE DATA, REGARDLESS OF ANY EFFECT OF SUCH INACCURACY, DEFECT OR OMISSION ON TRANSACTIONS,

(b)  ANY ERROR OR DELAY IN THE TRANSMISSION OR RECEIPT OF SUCH DATA, REGARDLESS OF ANY EFFECT OF SUCH ERROR OR DELAYS IN COMPLETING TRANSACTIONS,

(c)  INTERRUPTION IN ANY SUCH DATA, REGARDLESS OF ANY EFFECT SUCH INTERRUPTION OF DATA MAY HAVE ON COMPLETING TRANSACTIONS,

(d)  REGULAR OR UNSCHEDULED MAINTENANCE, AND ANY CHANGES RESULTING FROM SUCH MAINTENANCE, CARRIED OUT BY THE SERVICE PROVIDER CAUSING INTERRUPTION TO THE SERVICES,

(e)  ANY DAMAGES INCURRED BY OTHER USERS’ ACTIONS, OMISSIONS OR VIOLATION OF THESE TERMS,

(f)  ANY DAMAGE CAUSED BY ILLEGAL ACTIONS OF ANY PERSON OR PARTY, INCLUDING THIRD-PARTIES ACTIONS OR ACTIONS NOT AUTHORIZED BY THE SERVICE PROVIDER; AND

(g)  OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND RULES ISSUED BY THE SERVICE PROVIDER, FROM TIME TO TIME.

6.02  Limitation on Disclaimer. THE DISCLAIMER OF WARRANTIES CONTAINED IN SECTION 6.02 MAY NOT APPLY IF AND TO THE EXTENT IT IS PROHIBITED BY APPLICABLE LAW IN THE JURISDICTION IN WHICH YOU RESIDE. TO THE EXTENT THAT ANY PORTION OF THE DISCLAIMER OF WARRANTIES IS PROHIBITED BY APPLICABLE LAW IN THE JURISDICTION IN WHICH YOU RESIDE, THE DISCLAIMER OF WARRANTIES SHALL ONLY BE AMENDED TO THE MINIMUM EXTENT POSSIBLE TO GIVE THE REMAINDER OF THE DISCLAIMER OF WARRANTIES THE MAXIMUM EFFECT ALLOWABLE UNDER SUCH APPLICABLE LAW.

6.03  Disclaimer of Damages and Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE SERVICE PROVIDER, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF THE SERVICES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF THE SERVICE PROVIDER AND ITS AFFILIATES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES EXCEPT TO THE EXTENT OF A FINAL JUDICIAL DETERMINATION THAT SUCH DAMAGES WERE A RESULT OF SERVICE PROVIDER’S GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR INTENTIONAL VIOLATION OF LAW. TO THE EXTENT THAT APPLICABLE LAW IN THE JURISDICTION IN WHICH YOU RESIDE PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS SHALL ONLY APPLY TO THE EXTENT NOT PROHIBITED BY LAW IN SUCH JURISDICTION.

6.04  Liability Cap. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER, ITS AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF SERVICES OFFERED BY OR ON BEHALF OF THE SERVICE PROVIDER AND ITS AFFILIATES, ANY PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO THE SERVICE PROVIDER UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

6.05  Indemnification. The User agrees to indemnify and hold harmless the Service Provider, its Affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to the User’s:

(a)  use of, or conduct in connection with, the Services,

(b)  breach of, or the Service Provider’s enforcement of, these Terms, or

(c)  violation of any applicable law, regulation, or rights of any third-party during the User’s use of the Services; and

in the event that the User is obligated to indemnify the Service Provider or its Affiliates, or any of their contractors, licensors, and their respective directors, officers, employees or agents pursuant to these Terms, the Service Provider will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Service Provider wishes to settle, and if so, on what terms.

7.01  Posting of Announcements. All official announcements, news and promotions will be listed on Telegram on the Maestro Channels.

7.02  User Responsibilities. Users undertake to refer to the @MaestroSniperUpdates channel on Telegram regularly and promptly to ensure receipt of any announcements. In the event that Users do not understand the contents or consequences of an announcement, such Users should immediately cease using the Services until they have acquired a comprehensive understanding of the consequences of the announcements.

7.03  Limitation of Service Provider Liability for Announcements. SERVICE PROVIDER WILL NOT BE HELD LIABLE OR RESPONSIBLE IN ANY MANNER OF COMPENSATION SHOULD USERS INCUR PERSONAL LOSSES ARISING FROM USER FAILURE TO RECEIVE, UNDERSTAND, OR COMPLY WITH ANY ANNOUNCEMENTS.

8.01  Suspension or Termination of Service. The User agrees that the Service Provider shall have the right to immediately, temporarily or permanently, suspend or terminate provision of the Services to the User, the User’s Account, and any Accounts beneficially owned by related entities or Affiliates, for any reason including if the Service Provider suspects that the User or the User’s Account(s) to be in violation of these Terms, our Privacy Policy, or any Applicable Laws. Services to the User and the User’s Account(s) may be suspended or terminated, at the Service Provider’s sole discretion, in the following cases:

(a)  the User or the User’s Account(s) are subject to a governmental proceeding, criminal investigation or other pending litigation;

(b)  the Service Provider detects unusual by the User or the User’s Account(s);

(c)  the Service Provider becomes aware or believes that, any Digital Assets held by the User are not lawfully possessed by the User, for any reason,

(d)  the Service Provider detects unauthorized access to the User’s Account(s);

(e)  the Service Provider is required to do so by a court order or command by a regulatory/government authority;

(f)  the User registers, or the Service Provider believes that the User has registered, an Account or Accounts in any other person’s name in order to gain access to the Services;

(g)  any information or Personal Information provided by the User is inaccurate, outdated, incomplete, or contains false statements;

(h)  upon the User’s failure or refusal to accept any amendments to these Terms;

(i)  the User ceases to use the Services for 6-months; or

(j)  the Service Provider terminates services to the User or the User’s Account(s), for any reason or for no reason whatsoever, and

in the event that the Service Provider suspends or terminates the provision of Services to the User or the User’s Account(s), the User agrees that the Service Provider shall not be liable to the User for such suspension or Termination of Services for any reason.

8.02  Retention of Data. Service Provider reserves the right to keep and use the Transaction Data (other than the Private Keys) or other information related to such Accounts for five (5) years, or such additional period of time as required by Applicable Laws, from the date of permanent suspension or termination of Services. The Service Provider will immediately delete the Private Keys associated with any Wallet for which Services have been terminated. The Service Provider may, but is not obliged to, retain the Private Keys associated with a Wallet connected to the Services for a period of up to three (3) months following the permanent suspension of Services.

8.03  Incomplete Transactions on Suspension or Termination. In the event that one or more Transactions remain unexecuted or ongoing during the termination or suspension process, the Service Provider shall have the right to take any steps it deems appropriate, including cancelling the Transactions, completing the Transactions, or otherwise. Notwithstanding the foregoing, no Transactions will continue to operate following the completion of the termination of Services process.

8.04  Disputes Between Users and Third-Party Disputes. The Service Provider will not involve itself in any disputes which may arise between two or more Users or Users and third-parties, including third-parties utilized by the Bot to deliver the Services (collectively, “User Disputes”). Users use the Services at their own risk. The User agrees that the Service Provider will have no responsibility to involve itself in any User Disputes and that the Service Provider shall have no liability in respect of any such User Disputes.

8.05  Remaining Funds After Suspension or Termination. While the Service Provider does not own the Wallet or Wallets associated with the Services, the Service Provider will retain the Private Keys in accordance with Section 8.02 hereof. The Wallet remains in the User’s custody and control and the User may, and the Service Provider strongly recommends that the User, move the funds to another Wallet immediately following permanent suspension or termination of the Services.

9.01  The Service Provider is not the User’s broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to the User in connection with any trades or other decisions or activities effected by the User using the Services. No communication or information provided to the User by the Service Provider is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. Unless otherwise specified in these Terms, all Transactions are executed automatically, based on the parameters of the User’s instructions and in accordance with the Service Providers’ execution procedures, and the User is solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for the User according to the User’s personal investment objectives, financial circumstances and risk tolerance, and the User shall be solely responsible for any loss or liability therefrom. The User should consult legal or tax professionals regarding the User’s specific situation. The Service Provider does not recommend that any Digital Asset should be bought, earned, sold, or held by the User. Before making the decision to buy, sell, hold or transact any Digital Asset, the User should conduct the User’s own due diligence and consult the User’s financial advisors prior to making any such decision. The Service Provider will not be held responsible for the decisions the User makes to buy, sell, hold, or transact in any Digital Asset based on the information provided by the Service Provider or on the Maestro Channels.

10.01  Users are responsible for abiding by Applicable Laws in relation to the use of the Services in their local jurisdiction as well as the laws and regulations applicable in all jurisdictions relevant to any Transaction in which the Services are involved. Users must also factor, to the extent of their local Applicable Laws, all aspects of taxation, including withholding tax, collection procedures and requirements, reporting and remittance procedures and requirements, and any other procedures and requirements determined by local tax authorities.

10.02  The Service Provider maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to take such steps as required by governmental authorities, including the seizure of Digital Assets from connected Wallets and the termination of Services to such User and their Account(s).

11.01  Access to the Services may require submission of certain Personal Information. Please review the Service Provider’s Privacy Policy at www.maestrobots.com/privacy for a summary of the Service Provider’s guidelines regarding the collection and use of Personal Information.

12.01  Notice of Claim and Dispute Resolution Period. In the event that a dispute arises between a User and the Service Provider, the User submits to the following in the order set out below:

(a)  first, the User will proceed by way of negotiated settlement in accordance with the following:

(i)  within thirty (30) days of the date upon which the issue that is the subject of the dispute took place, the User must submit written notice of their dispute to the Service Provider (a “Dispute Notice”) at legal@gearlay.com, together with sufficient information for the Service Provider to understand and evaluate the nature of the dispute (collectively, a “Valid Dispute Notice”), and all future written correspondence relating to the dispute shall be to the above e-mail address, if directed to the Service Provider, and to the e-mail address used to submit the Dispute Notice, if addressed to the User, unless stated otherwise by either Party, in writing,

(ii)  within forty-eight (48) hours of receiving a Dispute Notice, the Service Provider will issue a ticket number to the User,

(iii)  within seven (7) days of receiving a Dispute Notice, the Service Provider will review the Dispute Notice to determine whether it is a Valid Dispute Notice, and on or before the seventh day, the Service Provider shall issue a written notice to the User (the “Service Provider Response Notice”):

1)  where the Service Provider determines that a Dispute Notice is not a Valid Dispute Notice, such Service Provider Response Notice shall include a list of required information from the User necessary for the Dispute Notice to be a Valid Dispute Notice and the User shall have seven (7) days to provide such required information, or

2)  where sufficient information has been provided by the User for a Valid Dispute Notice, the Service Provider shall provide the User with an expected timeline for a the Service Provider to issue a settlement offer to the User (a “Settlement Offer”), such timeline not to exceed fourteen (14) days from the date of the Service Provider Response Notice, and

where the User fails to provide the information required under Section 11.01(a)(iii)(1), within the timeline prescribed therein, the Dispute Notice will not be considered a Valid Dispute Notice and the User will be required to submit a Valid Dispute Notice on or before the deadline set out in Section 12.01(a)(i) in order to continue to have standing for any dispute under this Article XII. Conversely, where the User provides the additional information required in accordance with Section 11.01(a)(iii)(1), the procedures in Section 11.01(a)(iii)(2) shall be applicable to the dispute;

(iv)  following receipt of the Settlement Offer, the User shall have seven (7) days to accept, reject or counter the Settlement Offer and, where the User rejects or counters the Settlement offer, the Parties may continue to negotiate a settlement for up to forty-five (45) days from the date the Dispute Notice was issued, unless extended by mutual written agreement of the Service Provider and the User;

(b)  second, where no settlement is reached under Section 12.01(a) hereof, the dispute shall proceed to binding arbitration within one (1) year of the date upon which the Dispute Notice was issued (the “Arbitration Commencement Date”), and:

(i)  the Service Provider and the User agree that they shall jointly appoint one (1) arbitrator to preside over the arbitration proceedings within seven (7) days of the Arbitration Commencement Date, and the arbitrator will be selected by the Parties from a list of arbitrators provided by the ADR Institute of Canada, and if the Parties are unable to agree on an arbitrator within this time, the arbitrator shall be appointed by the ADR Institute of Canada,

(ii)  the arbitration proceedings will be conducted in the English language in Vancouver, British Columbia, Canada,

(iii)  the arbitrator shall apply the laws of the Province of Ontario, Canada in rendering a decision,

(iv)  the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based, and

(v)  the arbitrator’s decision will be final and binding on the Parties, and judgment may be entered in any court having jurisdiction.

12.02  Agreement to Arbitrate and Governing Law. The User and the Service Provider agree that, subject to Section 12.01(a) above and the Service Provider’s rights in respect of a violation by the User of these Terms set out in Section 5.05, any dispute, claim, or controversy between the User and the Service Provider or any of its Affiliates arising in connection with or relating in any way to these Terms or to the User’s relationship with the Service Provider, its Affiliates or the Services as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) will be determined by mandatory final and binding individual (not class) arbitration, except as set forth below under Exceptions to Agreement to Arbitrate. The User and the Service Provider further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including without limitation any objections with respect to the existence, scope or validity of the agreement to arbitrate, or to the arbitrability of any claim or counterclaim. The arbitrator must follow this agreement and can award the same damages and relief as a court (including, if applicable, attorney fees), except that the arbitrator may not award declaratory or injunctive relief in favour of person or entity not party to the arbitration. The arbitration provisions set forth in this Article XII will survive termination of these Terms.

12.03  Time for Filing. ANY ARBITRATION AGAINST THE SERVICE PROVIDER OR ITS AFFILIATES MUST BE COMMENCED BY FILING A REQUEST FOR ARBITRATION WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE NOTICE WAS ISSUED AND THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT TIME PERIOD. THIS LIMITATION PERIOD IS INCLUSIVE OF THE INTERNAL DISPUTE RESOLUTION PROCEDURE SET FORTH IN SECTION 12.01(a) OF THIS ARTICLE XII. THERE SHALL BE NO RIGHT TO ANY REMEDY FOR ANY CLAIM NOT ASSERTED WITHIN THAT

12.04  Exception to Time Period. If Applicable Laws prohibit a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by Applicable Laws.

12.05  Confidentiality. The Parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Confidential Information”) shall not be disclosed to any non-party except the arbitrator, the Parties, their counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a Party may disclose Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings. This confidentiality provision shall survive termination of these Terms and of any arbitration brought pursuant to these Terms.

12.06  Class Action Waiver. The User and the Service Provider agree that any claims relating to these Terms or to the relationship between the User and the Service Provider with respect to the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against the other Party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. The User and the Service Provider further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by Applicable Laws. Combining or consolidating individual arbitrations into a single arbitration is not permitted without the consent of all Parties, including the Service Provider.

12.07  Modifications. The Service Provider reserves the right to update, modify, revise, suspend, or make any future changes to this Article XII regarding the Parties’ agreement to arbitrate, subject to Applicable Laws. The User hereby consents and agrees that it is the User’s responsibility to ensure that its understanding of this Section is up to date. Subject to Applicable Laws, the User’s continued use of the Services shall be deemed to be acceptance of any modifications to this Article XI regarding the Parties’ agreement to arbitrate. The User agrees that if it objects to the modifications to this Article XII, the Service Provider may suspend or terminate the User’s access to the Services. In such circumstances, the Terms of Use prior to modification shall remain in full force and effect pending final termination of the Services to the User.

13.01  Singular and Plural. In these Terms, unless the context requires otherwise, the singular includes the plural and vice versa, the masculine includes the feminine and vice versa, and “including” and “include” mean “including without limitation” and “include without limitation,” respectively.

13.02  Headings. The headings used in these Terms are for convenience only and will not affect their interpretation.

13.03  Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflicts of law provisions.

13.04  Arbitration. Subject to Section 12.01(a), Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof, shall be resolved by arbitration in accordance with Article XII.

13.05  Independent Parties. The Service Provider is an independent contractor to the User and, for greater certainty, is not an agent of the User in the performance of the Services or for any purpose related to these Terms. These Terms shall not be interpreted as facts or evidence of an association, joint venture, partnership, or franchise between the Parties.

13.06  Entire Agreement. These Terms constitute the entire agreement between the Parties regarding use of the Services and supersedes all prior written or oral agreements between the Parties. No usage of trade or other regular practice or method of dealing between the Parties will be used to modify, interpret, supplement, or alter the terms herein.

13.07  Interpretation and Revision. The Service Provider reserves the right to alter, revise, modify, and/or change these Terms at any time. All changes will take effect immediately upon being published on the Service Provider website or on the Maestro Channels. It is the User’s responsibility to regularly check relevant pages on our website and on the Maestro Channels to confirm the latest version of these Terms. If the User does not agree to any such modifications, the User’s only remedy is to terminate usage of the Services. The User agree that, unless otherwise expressly provided in these Terms, the Service Provider will not be responsible for any modification or termination of the Services by the User or any third-party, or suspension or termination of the User’s access to the Services.

13.08  Language & Translations. These Terms may, at the Service Provider’s sole and absolute discretion, be translated into a language other than the English language. The User agrees that any such translation shall only be for convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.

13.09  Force Majeure. The Service Provider will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond the Service Provider’s reasonable control.

13.10  Severability. If any portion of these Terms is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of these Terms, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

13.11  Assignment. The User may not assign or transfer any right to use the Services or any of its rights or obligations under these Terms without prior written consent from the Service Provider. The Service Provider may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, without notice or obtaining the User’s consent or approval.

13.12  Waiver. The failure of one Party to require performance of any provision will not affect that Party’s right to require performance at any time thereafter. Further, the waiver of one Party to seek recovery for the other Party’s violation of these Terms or any provision of applicable terms shall not constitute a waiver by that Party of any subsequent breach or violation by the other Party or of the provision itself.

13.13  Third-Party Website or Application Disclaimer. Any links to third-party websites, or the use of any third-party application, including Telegram, from or by the Service Provider or the Services does not imply endorsement by the Service Provider of any product, service, information or disclaimer presented therein, nor does the Service Provider guarantee the accuracy, uptime, or security of such third-party website or application, or of the information contained therein. If a User suffers loss from using such third-party product or service, the Service Provider will not be liable for any such loss. In addition, since the Service Provider has no control over the terms of use or privacy policies of third-party websites or applications, Users should read and understand those policies carefully.

13.14  Access Method Disclaimer. The Service Provider makes no representations or warranties in respect of any access method, including the use of a PC, an Apple device, an Android device, or any other any software or operating system thereon and the Service Provider has no knowledge of how the Services may interact with any particular device, operating system or software. The Service Provider is not associated with any hardware manufacturers, operating system companies, or application developers, including Telegram.