Operator: Universal Scent Technology Pte. Ltd. (a private company limited by shares incorporated in Singapore, having its registered office at 137 Telok Ayer Street, #05-07, Singapore (068602)) Service: SCENT DEX — a non-custodial decentralized exchange interface available at https://dex.scenttoken.com (the "Interface")
1. Acceptance of these Terms
1.1 These Terms of Service (the "Terms") constitute a legally binding agreement between you ("you" or "User") and Universal Scent Technology Pte. Ltd., a private company limited by shares incorporated in Singapore ("UST", "we", "us", or "our"), governing your access to and use of the SCENT DEX interface at https://dex.scenttoken.com and any related websites, applications, documentation, application programming interfaces, smart contracts, or other services that we make available and that link to these Terms (collectively, the "Services").
1.2 By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must not access or use the Services. Your agreement to these Terms is recorded when you confirm acceptance via the Interface (typically at first Wallet connection).
1.3 We may amend these Terms in accordance with Section 22 (Modifications to these Terms). Your continued use of the Services after the effective date of any such amendment constitutes your acceptance of the amended Terms.
1.4 These Terms incorporate by reference any additional policies that are posted on the Interface and any documentation, FAQ, or risk disclosures referenced from these Terms.
2. About the Services
2.1 The Interface. SCENT DEX is a graphical user interface that allows Users to interact with one or more smart contracts deployed on a public blockchain (each, a "Protocol"). The Interface helps Users compose, sign, and broadcast on-chain transactions to the Protocol. The Interface itself does not custody, hold, route, or settle funds.
2.2 Non-custodial. UST does not, at any time, hold, take custody of, control, send, or receive your Crypto Assets, private keys, or seed phrases. All trades executed via the Interface are settled atomically on-chain by the Protocol's smart contracts. Your assets remain in a self-custodied Wallet that you control at all times.
2.3 The Protocol is permissionless. The smart contracts that comprise the Protocol are deployed to a public blockchain and are accessible to any party with the technical means to interact with them. Even if we restrict your access to the Interface, you may continue to interact with the Protocol directly. We do not control, and are not responsible for, the behavior of any party that does so.
2.4 No fiduciary relationship. Nothing in these Terms or your use of the Services creates any fiduciary, trustee, agent, joint venture, partnership, or employment relationship between you and UST.
2.5 Listed trading pairs. As of the date hereof, the Interface supports the following trading pairs against SCENT: JPYC and USDT. UST reserves sole discretion to enable or disable Interface support for any trading pair at any time and without notice (Section 11). See §8.10 for important risk disclosures relating to these pairs.
3. Definitions
For purposes of these Terms, the following capitalized terms have the meanings given below.
| Term | Meaning |
|---|---|
| "Admin Key" | The administrative key, multi-signature wallet, or other privileged credential controlled by UST or its designees that holds the privileged smart-contract functions described in §8.4. |
| "Applicable Law" | All laws, statutes, ordinances, regulations, rules, executive orders, supervisory requirements, directives, codes of practice, and orders, in each case of any governmental authority that apply to the Services or to you. |
| "Crypto Asset" | A digital representation of value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology. |
| "Effective Date" | The date stated at the top of these Terms. |
| "Feedback" | Any ideas, suggestions, comments, improvements, or other feedback relating to the Services that you submit to UST. |
| "Interface" | The website at https://dex.scenttoken.com and any related applications, APIs, or other front-end software that UST makes available to facilitate User interaction with the Protocol. |
| "Protocol" | The smart contracts deployed by or for UST to a public blockchain that the Interface helps Users interact with, as such contracts may be upgraded or replaced from time to time. |
| "SCENT" | The Scent Token, an ERC-20 Crypto Asset issued and administered by UST. |
| "Services" | Has the meaning given in §1.1. |
| "UST Parties" | UST and its officers, directors, employees, contractors, and agents. |
| "Wallet" | A software or hardware self-custodial cryptocurrency wallet that you control. |
4. Eligibility and User Representations
4.1 By accessing or using the Services, you represent and warrant that:
(a) you have reached the age of majority in your jurisdiction of residence and have the full legal capacity to enter into binding contracts;
(b) you will comply with all Applicable Law in your use of the Services, including without limitation tax laws, securities laws, and laws concerning anti-money laundering and counter-terrorist financing;
(c) you understand the operation, characteristics, risks, and limitations of blockchain technology, smart contracts, and Crypto Assets generally, and SCENT and the Protocol specifically;
(d) you have made your own independent evaluation of the risks associated with using the Services and are not relying on UST for any advice;
(e) the information you provide to us, if any, is true, accurate, complete, and current; and
(f) you will use the Services only for lawful purposes and in accordance with these Terms.
5. Forced Cancellation of Orders
5.1 UST's right to force-cancel. UST may, through the Admin Key or otherwise, force-cancel one or more of your open orders submitted to the Protocol, without your prior consent, where UST determines in its sole discretion that such cancellation is necessary or advisable in connection with (a) an emergency response (including but not limited to a smart-contract exploit, regulatory order, or material technical malfunction); (b) a suspected violation of these Terms or of Applicable Law by you or another User; (c) a Protocol upgrade, trading-pair change, or other operational reconfiguration; or (d) any other circumstance in which UST believes such cancellation is appropriate.
5.2 No refund of gas or other costs. Gas, network fees, and any other on-chain costs incurred by you (or expended on your behalf) in placing, maintaining, or attempting to fill the cancelled order are non-refundable, regardless of whether the order was filled in whole or in part before cancellation. UST has no obligation to compensate you for any opportunity cost, slippage, foregone profit, or other loss arising from a forced cancellation.
5.3 No waiver of other rights. Nothing in this Section limits any other right of UST under these Terms or Applicable Law, including without limitation the right to suspend or terminate your access to the Services under Section 18.
6. Self-Custody and User Responsibility
6.1 You control your Wallet and keys. You are solely responsible for the safekeeping of your Wallet, your private keys, your seed phrases, and any other credentials necessary to authorize transactions. If you lose access to these, your Crypto Assets may be permanently inaccessible. We have no ability to recover lost keys, reverse transactions, or restore access.
6.2 You initiate and authorize transactions. Every transaction that interacts with the Protocol via the Interface is initiated and signed by you using your Wallet. Except as set out in §5 (Forced Cancellation of Orders), UST does not initiate, authorize, or have the ability to alter, reverse, or cancel transactions you sign.
6.3 Transactions are irreversible. Blockchain transactions, once broadcast and confirmed, are irreversible. We cannot undo them.
6.4 Wrong addresses, lost assets. If you send Crypto Assets to the wrong address, to a smart contract that does not support the asset type, or to a network we do not support, your Crypto Assets will likely be lost permanently. We endeavour to provide warning prompts in the Interface where we detect a potentially erroneous destination, but you remain solely responsible for verifying destination addresses, asset types, and networks. We bear no liability for losses arising from your selection of a destination address, asset type, or network.
7. Prohibited Activities
7.1 You agree that you will not, and you will not assist or knowingly permit any third party to: (a) violate any Applicable Law in connection with your use of the Services, including any laws relating to securities, derivatives, anti-money laundering, counter-terrorist financing, or sanctions; (b) engage in or facilitate market manipulation, including without limitation wash trading, spoofing, layering, quote stuffing, front-running, pump-and-dump schemes, or any similar practice; (c) use the Services to facilitate fraud, theft, or any other unlawful conduct, or to launder proceeds of crime or finance terrorism; (d) gain or attempt to gain unauthorized access to the Services, the Interface, the Protocol's smart contracts, our infrastructure, or another user's Wallet, account, or data; (e) interfere with, disrupt, or impair the integrity, performance, or availability of the Services, including by introducing malware, mounting denial-of-service attacks, or exploiting vulnerabilities for any purpose other than good-faith security research conducted under our Bug Bounty Program (when available); (f) use any robot, spider, scraper, or other automated means to access or extract data from the Services other than through publicly documented APIs and within published rate limits; (g) misrepresent your identity, your jurisdiction, or your association with any person or entity; (h) use the Services to develop or operate any competing product, including by copying the look and feel of the Interface; (i) infringe the intellectual property rights of UST or any third party; (j) circumvent or attempt to circumvent any geo-blocking, IP filtering, rate limit, or other access restriction we impose; or (k) take any action that could reasonably be expected to subject UST to regulatory scrutiny, investigation, or enforcement action.
8. Risk Disclosures
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES, AND YOUR HOLDING AND TRADING OF CRYPTO ASSETS, IS AT YOUR SOLE RISK. THE FOLLOWING IS A NON-EXHAUSTIVE SUMMARY OF MATERIAL RISKS YOU SHOULD UNDERSTAND BEFORE USING THE SERVICES.
8.1 Market and price volatility risk. The prices of Crypto Assets, including SCENT, are highly volatile and may decline to zero. There is no guarantee that any Crypto Asset will retain or appreciate in value. Losses may be sudden and total.
8.2 Smart contract risk. The Protocol consists of smart contracts deployed to a public blockchain. Smart contracts may contain undiscovered bugs, vulnerabilities, or other defects that could result in the partial or total loss of your Crypto Assets. While UST and external auditors review the Protocol's contracts, no audit can guarantee the absence of vulnerabilities.
8.3 Protocol upgrade risk. The Protocol has been upgraded in the past (most recently from version 5 to version 6) and may be upgraded again. Upgrades may change the behavior, fee structure, or risk profile of the Protocol. We may, but are not obligated to, provide advance notice of upgrades.
8.4 Admin / owner-key risk. The Protocol's smart contracts include certain privileged functions that are controlled by the Admin Key. These functions include, without limitation: enabling or disabling trading pairs, adjusting fees within bounded ranges, executing an emergency pause, force-cancelling orders, and upgrading the contracts. The Admin Key represents a centralization vector and a risk that the Admin Key holder may act maliciously or be compromised. UST intends to publish, and maintain at a publicly accessible URL identified on the Interface, an Admin Key governance policy that describes (i) the identity or governance form of the Admin Key holder, (ii) the scope of each privileged function, (iii) any time-locks or notice obligations applicable to privileged actions, and (iv) the procedure for emergency action.
8.5 Emergency pause risk. UST may, in response to an exploit, regulatory order, or other emergency, exercise the Admin Key to pause some or all functions of the Protocol. During a pause you may be unable to trade, deposit, or withdraw. UST does not guarantee any minimum service availability.
8.6 Slippage and MEV risk. Trades executed against an automated market maker incur price impact ("slippage") that increases with trade size relative to liquidity. In addition, blockchain transactions may be subject to maximal extractable value ("MEV") attacks, including sandwich attacks, front-running, and back-running, which can cause you to receive a materially worse execution price than you would otherwise have received. UST does not provide protection against MEV unless explicitly stated in the Interface.
8.7 Liquidity risk. Liquidity for SCENT and its trading pairs may be thin or may suddenly disappear. You may be unable to enter or exit a position at a desired price, or at all.
8.8 SCENT-specific risk. SCENT is a utility Crypto Asset. SCENT is not a deposit, security, equity interest, share, debenture, fund unit, or e-money, and confers no ownership, dividend, voting, redemption, profit-sharing, or other proprietary rights against UST or any third party. The value of SCENT, like that of all Crypto Assets, depends on supply-and-demand dynamics and broader market conditions and may decline to zero. UST does not represent or guarantee any future utility, listing, integration, exchange-rate, or appreciation of SCENT. Any forward-looking statements that UST may publish concerning SCENT are aspirational and may not be realized.
8.9 Token authenticity risk and Official Contract Addresses. Anyone can deploy a smart contract on a public blockchain, including counterfeit tokens that masquerade as SCENT, JPYC, USDT, or any other asset. You are solely responsible for verifying that the contract address you interact with corresponds to the genuine asset.
The official contract addresses recognized by UST as of the Effective Date are:
| Network | Contract | Address |
|---|---|---|
| Ethereum Mainnet | SCENT DEX (V6) | 0x9962584c755f943f2c29dF190dA97008db216D16 |
| Ethereum Mainnet | SCENT Token | 0x3034Bc30AfD4EF8FDF13e3a5A3e095169239a425 |
| Ethereum Mainnet | JPYC | 0xE7C3D8C9a439feDe00D2600032D5dB0Be71C3c29 |
| Ethereum Mainnet | USDT | 0xdAC17F958D2ee523a2206206994597C13D831ec7 |
With respect to addresses other than those listed above: UST does not recognize them as Official Contract Addresses and does not vouch for the safety, authenticity, or value of any token or contract deployed there.
With respect to the Official Contract Addresses listed above: UST recognizes them as the canonical contracts comprising the Services. UST does not, however, warrant that these contracts are free from vulnerabilities or guarantee any particular outcome of their use; the disclaimers and risk allocations elsewhere in these Terms (including §§8.2, 8.4, 15, and 16) apply equally to them.
UST may add to, remove from, or update the list of Official Contract Addresses by amending these Terms in accordance with Section 22. Routine additions and removals will be treated as material amendments and notified in accordance with §22.2.
8.10 Stablecoin risk (USDT and JPYC). The Interface currently supports trading pairs against USDT (Tether USD) and JPYC (JPYCoin). Each is a Crypto Asset that purports to maintain a stable value against, respectively, the United States dollar and the Japanese yen, by mechanisms operated by third parties that UST does not control. Neither USDT nor JPYC has been recognized, labelled, registered, or otherwise approved as a stablecoin or e-money by the Monetary Authority of Singapore. To UST's knowledge, neither has been so approved by any other competent authority in the jurisdictions where the Services are offered. Either may lose its peg, become illiquid, or become subject to regulatory action, in any of which case you may suffer total loss.
8.11 Regulatory risk. Laws and regulations applicable to Crypto Assets, decentralized finance, and token issuers are evolving rapidly and vary by jurisdiction. Regulatory action in any jurisdiction may materially restrict your ability to use the Services or affect the value of your Crypto Assets.
8.12 Tax risk. Transactions executed via the Services may have tax consequences. You are solely responsible for determining and complying with any tax obligations that apply to you.
8.13 Technology risk. The Services depend on the continued operation of public blockchains, third-party node infrastructure, internet connectivity, and Wallet software, none of which is operated or controlled by UST. Outages, congestion, forks, or attacks affecting these systems may impair or prevent your use of the Services.
8.14 No deposit insurance. The Services are not subject to any deposit guarantee, investor compensation, or similar protection scheme.
8.15 Regulatory status of UST and the Services. UST has elected not to seek a Digital Token Service Provider licence under the Financial Services and Markets Act 2022 (Singapore) or equivalent authorization in any other jurisdiction. The Services are not licensed, registered, or otherwise authorized by any financial regulator in any jurisdiction. SCENT is not regulated as a security, deposit, e-money, fund interest, or similar instrument in any jurisdiction known to UST. UST does not file periodic reports with any regulator in respect of the Services and is not subject to prudential supervision. By using the Services, you acknowledge this regulatory status and accept the resulting absence of regulatory protections.
9. Fees
9.1 The Protocol may charge a protocol fee on each trade, calculated and collected entirely on-chain. The current fee schedule is published on the Interface. The Admin Key may adjust the protocol fee within bounded ranges disclosed in the Protocol's public documentation.
9.2 Blockchain network fees ("gas") are paid by you in the native asset of the underlying blockchain. UST does not receive any portion of gas.
9.3 We may, but are not obligated to, charge an interface fee for use of the Interface. Any such interface fee will be (a) disclosed in the Interface before you sign a transaction, and (b) collected either on-chain or via a separate fiat payment channel disclosed in the Interface. UST does not at present collect interface fees, and any future fee mechanic will be disclosed before activation.
10. Modifications, Suspensions, and Upgrades to the Services
10.1 We may at any time, in our sole discretion and without notice or liability to you, modify, add, remove, suspend, or terminate any portion of the Services, the Interface, or our support for any blockchain, Wallet, Crypto Asset, or trading pair. The Protocol's smart contracts may also be upgraded as described in §8.3.
10.2 We may impose limits on use, access, or eligibility (including without limitation rate limits, transaction size limits, geofences, and per-address restrictions) at any time.
11. Pair Listing and Delisting
11.1 We have sole discretion over which trading pairs are supported by the Interface. We may add, remove, or temporarily suspend any pair at any time, with or without notice. Removal from the Interface does not necessarily affect the underlying Protocol, which remains permissionless.
11.2 Listing of any token on the Interface does not constitute an endorsement, recommendation, or warranty by UST as to the quality, safety, legality, or value of that token. UST may, in connection with listing or supporting any trading pair, receive consideration from, or enter into commercial arrangements with, token issuers, market makers, liquidity providers, or other third parties. UST's decision to list or maintain any pair may reflect such arrangements.
12. Intellectual Property
12.1 UST IP. The Interface, including its design, code, text, graphics, logos, trademarks, and documentation (collectively, "UST IP"), is owned by UST or its licensors and is protected by intellectual property laws. The names "SCENT DEX", "SCENT", "UST", and the related logos are trademarks of UST.
12.2 License to you. Subject to your compliance with these Terms, UST grants you a personal, limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use the Interface for the purposes contemplated by these Terms. All rights not expressly granted are reserved.
12.3 No reverse engineering. Except to the extent expressly permitted by Applicable Law, you may not copy, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of the Interface, or create derivative works of any UST IP.
12.4 Feedback. If you submit Feedback to us, you grant UST an irrevocable, perpetual, worldwide, royalty-free license to use that Feedback for any purpose without compensation to you. To the maximum extent permitted by Applicable Law, you waive all moral rights you may have in any Feedback.
12.5 Open-source components. The Protocol's smart contracts and certain components of the Interface may be released under open-source licenses. Your use of those components is governed by the terms of the applicable open-source license.
13. Privacy and Data
13.1 Data we collect. The Services are non-custodial. We do not require you to create an account, submit personal identification documents, or undergo know-your-customer verification to use the Interface. The categories of information we collect are limited to: (i) Wallet addresses, (ii) IP addresses, (iii) device fingerprints, (iv) user-agent strings, (v) on-chain transaction data, and (vi) cookies and session identifiers. We do not knowingly collect any other category of personal information through the Interface.
13.2 Data controller. Universal Scent Technology Pte. Ltd. is the controller of personal data collected through the Interface, as that term is used in applicable data-protection law (including the Singapore Personal Data Protection Act 2012 and, to the extent applicable, the EU General Data Protection Regulation 2016/679 and the United Kingdom Data Protection Act 2018).
13.3 Purposes and legal basis. We process the information described in §13.1 for the following purposes: (a) operating and securing the Interface; (b) complying with Applicable Law; (c) detecting and preventing fraud, abuse, and money-laundering risk; (d) producing aggregated analytics; and (e) improving the Services. The legal basis for processing is (i) the contract between you and us (these Terms), (ii) our legitimate interests in operating and securing the Services, and (iii) compliance with legal obligations to which we are subject.
13.4 Retention. We retain personal data only for as long as is necessary to fulfil the purposes set out in §13.3 or as required by Applicable Law. On-chain transaction data is, by the nature of blockchain technology, recorded indefinitely on public ledgers that are outside UST's control; UST cannot delete or modify on-chain records.
13.5 Third-party sharing. We may share information with law enforcement, regulators, blockchain analytics providers, professional advisors, and other third parties to comply with Applicable Law, respond to lawful requests, prevent fraud, screen for sanctions risk, or protect the security of the Services. We may publish periodic transparency reports summarizing the volume and types of governmental and legal requests we receive, without identifying individual Users.
13.6 International transfer. Personal data we collect may be transferred to, stored in, or processed in jurisdictions outside Singapore, the European Economic Area, the United Kingdom, or your jurisdiction of residence. Where we make such transfers and Applicable Law requires a transfer mechanism, we rely on legally recognized safeguards (including, where applicable, the European Commission's Standard Contractual Clauses or equivalent).
13.7 Your rights. Where Applicable Law grants you rights in respect of your personal data, those rights may include the right to (a) access the personal data we hold about you, (b) request correction of inaccurate data, (c) request erasure of off-chain data subject to our retention obligations, (d) restrict or object to processing, (e) data portability, and (f) lodge a complaint with the supervisory authority in your jurisdiction. As noted in §13.4, on-chain data cannot be deleted or modified; the right to erasure applies only to data we hold off-chain. To exercise any such rights, contact us at cs@scenttoken.com.
13.8 Contact. Privacy-related inquiries should be addressed to cs@scenttoken.com.
14. No Professional Advice
14.1 Nothing on the Interface, in our documentation, in our public communications, or in these Terms constitutes legal, regulatory, financial, investment, tax, or accounting advice. You should consult appropriately qualified advisors before making any decision relating to the Services or any Crypto Asset.
14.2 Any information we publish about SCENT, the Protocol, market conditions, or any other matter is for general informational purposes only and may be inaccurate, incomplete, or out of date.
15. Disclaimer of Warranties
15.1 The Services are provided "AS IS" and "AS AVAILABLE", without warranties or representations of any kind, whether express, implied, or statutory. To the maximum extent permitted by Applicable Law, the UST Parties expressly disclaim all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability, security, and freedom from harmful components, viruses, or errors.
15.2 Without limiting the foregoing, no UST Party warrants that: (a) the Services or the Interface will be uninterrupted, secure, error-free, or free from defects; (b) any defects in the Services will be corrected; (c) the smart contracts comprising the Protocol are free from vulnerabilities or will perform as intended in all conditions; (d) any Crypto Asset will retain or appreciate in value, or will remain liquid or tradable; or (e) any information published in connection with the Services is accurate, complete, or current.
15.3 Mandatory rights preserved. Nothing in this Section 15 limits or excludes any warranty, representation, or right that cannot be limited or excluded under Applicable Law in your jurisdiction.
16. Limitation of Liability
16.1 To the maximum extent permitted by Applicable Law, in no event will any UST Party be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any loss of profits, revenue, data, goodwill, use, or other intangible losses, arising out of or relating to these Terms or the Services, whether in contract, tort, strict liability, or any other legal theory, and even if UST has been advised of the possibility of such damages.
16.2 To the maximum extent permitted by Applicable Law, the aggregate liability of the UST Parties to you for all claims arising out of or relating to these Terms or the Services, in the aggregate, will not exceed the greater of (a) one hundred U.S. dollars (USD 100.00) or (b) the total interface fees (if any) that you paid to us in the twelve (12) months preceding the event giving rise to the claim.
16.3 Mandatory rights preserved. Nothing in this Section 16 limits or excludes any liability of any UST Party that cannot be limited or excluded under Applicable Law, including without limitation liability for (a) fraud or fraudulent misrepresentation, (b) gross negligence or willful misconduct, or (c) death or personal injury caused by negligence.
16.4 You acknowledge and agree that the limitations in this Section are a material inducement to UST's willingness to provide the Services and that, absent these limitations, UST would not provide the Services on the terms set forth herein.
17. Indemnification
17.1 You agree to indemnify, defend, and hold harmless the UST Parties from and against any and all claims, demands, actions, proceedings, investigations, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) your breach of these Terms or any representation or warranty you made hereunder; (c) your violation of any Applicable Law or of any third party's rights, including intellectual property rights and privacy rights; (d) any Crypto Asset transaction you initiate, sign, or broadcast; and (e) any content or information you submit to or through the Services.
17.2 We reserve the right, at our sole discretion and expense, to assume exclusive control of the defense and settlement of any matter for which you owe us indemnification, and you agree to cooperate with us in such defense.
17.3 Mandatory rights preserved. Nothing in this Section 17 requires you to indemnify any UST Party against any liability that arises from the UST Party's own fraud, gross negligence, or willful misconduct, or that cannot be the subject of indemnification under Applicable Law.
18. Termination
18.1 You may stop using the Services at any time.
18.2 We may suspend or terminate your access to the Services, in whole or in part, at any time and without notice, for any reason or no reason, including if we reasonably believe you have violated these Terms or Applicable Law.
18.3 Sections 5, 6, 8, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 23 of these Terms will survive any termination.
19. Force Majeure
19.1 No UST Party will be liable for any failure or delay in performance arising from any cause beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, war, terrorism, civil unrest, governmental or regulatory action, changes in Applicable Law, internet or telecommunications outages, blockchain network congestion or forks, smart-contract exploits, third-party software failures, or cyberattacks.
20. Governing Law
20.1 These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of the Republic of Singapore, without regard to its conflict-of-laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
21. Dispute Resolution; Arbitration; Class-Action and Jury Waiver
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL.
21.1 Informal resolution first. Before initiating arbitration, you agree to notify us in writing at cs@scenttoken.com of the dispute and to attempt in good faith to resolve it informally for at least sixty (60) days. The notice must include: (i) your name and contact information, (ii) the Wallet address(es) involved, (iii) a description of the dispute, and (iv) the relief sought. UST will send an acknowledgement within ten (10) business days. If the dispute is not resolved within sixty (60) days of the acknowledgement, either party may commence arbitration.
21.2 Binding arbitration. Any dispute, claim, or controversy between you and any UST Party arising out of or relating to these Terms or the Services that is not resolved informally will be finally resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Section. This arbitration agreement shall be governed by the laws of Singapore.
21.3 Seat and language. The seat of arbitration will be Singapore, and the language of arbitration will be English.
21.4 Number of arbitrators. The tribunal will consist of one (1) arbitrator appointed in accordance with the SIAC Rules. Notwithstanding the foregoing, if the amount in dispute exceeds USD 1,000,000, either party may, by written notice to the other within fourteen (14) days of the commencement of arbitration, elect that the tribunal consist of three (3) arbitrators appointed in accordance with the SIAC Rules.
21.5 Confidentiality. The existence and content of the arbitration, including all documents and submissions, will be kept strictly confidential, except to the extent disclosure is (a) required by Applicable Law, regulation, or stock-exchange listing rules; (b) made to professional advisors, insurers, auditors, or other parties under a duty of confidentiality; (c) necessary to enforce or challenge an award; or (d) consented to in writing by all parties.
21.6 Class-action waiver. You and UST each agree that any dispute resolution proceeding will be conducted only on an individual basis and not as a class, consolidated, collective, or representative action. Neither you nor UST will be entitled to participate in a class action, to act as a class representative, or to consolidate your claims with the claims of any other person. The arbitrator will have no authority to hear or arbitrate any claims on a class, consolidated, collective, or representative basis. If a court or arbitrator finds this class-action waiver unenforceable as to any particular claim, that claim must be severed from the arbitration and brought in a court of competent jurisdiction; the remaining claims must continue in arbitration on an individual basis. If a court or arbitrator finds the class-action waiver unenforceable in its entirety, the arbitration agreement in this Section 21 shall nevertheless remain in full force and effect, and disputes shall be arbitrated on an individual basis as if the waiver had been honored. The parties expressly disclaim any intent for the unenforceability of the class-action waiver to invalidate the arbitration agreement.
21.7 Jury-trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND UST EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
21.8 Carve-outs. Notwithstanding §21.2, either party may (a) seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent unauthorized access to or use of the Services; (b) bring an individual claim in a small-claims tribunal of the claimant's jurisdiction of residence where the value of the claim is within that tribunal's jurisdiction; or (c) seek emergency-arbitrator relief under SIAC Rule 30.
21.9 Mass-arbitration protocol. If twenty-five (25) or more similar claims are filed or threatened to be filed in arbitration against UST by separate claimants represented by the same counsel or arising from substantially the same set of facts, either UST or the claimants may request that the claims be consolidated and resolved through a single master arbitration. The parties shall negotiate in good faith procedures for such consolidation; if no agreement is reached within thirty (30) days, the SIAC shall determine consolidation procedures in its sole discretion.
22. Modifications to these Terms
22.1 We may amend these Terms at any time by posting the revised version on the Interface and updating the "Last Updated" date at the top.
22.2 Material amendments. Where an amendment materially and adversely affects your rights or obligations, we will provide reasonable advance notice (no less than thirty (30) days where practicable) via the Interface and, where you have provided an email address, by email. Material amendments will be highlighted on the Interface for a reasonable period before they take effect.
22.3 Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the amended Terms. If you do not agree to an amendment, your sole remedy is to stop using the Services before the amendment takes effect.
22.4 We will make commercially reasonable efforts to highlight material amendments on the Interface but are not otherwise obligated to provide individual notice. You are responsible for periodically reviewing these Terms.
23. General Provisions
23.1 Entire agreement. These Terms (together with any policies they incorporate by reference) constitute the entire agreement between you and UST concerning the Services, and supersede all prior agreements, communications, and understandings.
23.2 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be construed in a manner consistent with Applicable Law to reflect, as nearly as possible, the original intent of the parties, and the remaining provisions will remain in full force and effect.
23.3 No waiver. A failure or delay by UST to enforce any right or provision will not constitute a waiver of that or any other right or provision.
23.4 Assignment. You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets. We will use reasonable efforts to notify users of any such assignment via the Interface, and an assignment that materially and adversely affects users will entitle affected users to terminate their use of the Services.
23.5 Notices. We may give notices to you by posting them on the Interface, by email (if you have provided one), or by any other reasonable means. You may give notices to us in writing to 137 Telok Ayer Street, #05-07, Singapore (068602) or by email to cs@scenttoken.com.
23.6 No third-party beneficiaries. Except for the UST Parties, who are intended third-party beneficiaries of these Terms, no person other than you and UST has any rights under these Terms.
23.7 English language controls. These Terms are entered into in the English language. Any translation that we may make available is provided for convenience only. In the event of any conflict between the English version and a translation, the English version will prevail.
23.8 Headings. Headings are for convenience only and do not affect interpretation.
23.9 Relationship. Nothing in these Terms creates any partnership, joint venture, employment, or agency relationship between you and UST.
24. Contact
For any questions about these Terms, please contact:
Universal Scent Technology Pte. Ltd.
137 Telok Ayer Street, #05-07, Singapore (068602)
Email (all inquiries, including legal notices, complaints, and general queries): cs@scenttoken.com
Website: https://scenttoken.com