Terms of Service
Last Updated: 2025/2/7
These Terms of Use constitute a legally binding agreement between you ("you" or "your") and Spotlight Protocol ("Spotlight," "we," "our," or "us"). These Terms govern your access to and use of the Spotlight Platform and Spotlight Services (collectively referred to as "Spotlight Services") made available to you by Spotlight or any Spotlight Affiliate.
By accessing the Spotlight Platform or using Spotlight Services, you confirm that you have read, understood, and accepted these Terms, including any additional documents referenced herein. Your use of the Spotlight Platform constitutes your agreement to comply with these Terms as they may be updated or amended from time to time.
If you do not agree to these Terms, please refrain from using the Spotlight Platform.
Risk Warning
The value of digital assets can fluctuate significantly, and trading or investing in them involves substantial risk, including potential loss of your principal investment. Before engaging in transactions involving digital assets, you should carefully consider your financial condition, objectives, and risk tolerance.
Spotlight does not act as your broker, intermediary, agent, or advisor. We do not provide investment advice or recommendations regarding the purchase, sale, or holding of digital assets. All decisions you make when using the Spotlight Platform are your own, and Spotlight assumes no liability for any losses resulting from such decisions. You are solely responsible for conducting due diligence and consulting professional advisors, as necessary, before engaging in digital asset transactions.
Regulatory
We strongly recommend that all users consult legal counsel before using our products. As our products are not intended for use in the jurisdictions listed in the table below, which may be updated from time to time, users in those jurisdictions are advised not to use our products, and we are not responsible for any disruptions, damage, losses, and/or restrictions that may result from their use in those jurisdictions:
Algeria, Bangladesh, Bolivia, China, Cuba, Egypt, Ghana, Iran, Iraq, Kuwait, Libya, Morocco, Myanmar, Nepal, North Korea, North Macedonia, Pakistan, Qatar, Russia, Saudi Arabia, Sierra Leone, Syria, Taiwan, Tunisia, United States.
1. Introduction
1.1 Spotlight is a blockchain-based platform designed to facilitate the creation, management, and trading of IP-backed digital assets, including memecoins.
1.2 By accessing the Spotlight Platform, you enter into a legally binding agreement with Spotlight governed by these Terms.
1.3 You are required to read and understand these Terms and any additional documentation referenced herein. If anything is unclear, please contact us via Discord or other applicable channels for clarification.
1.4 Your use of the Spotlight Platform confirms your agreement to comply with these Terms and any applicable additional terms communicated by Spotlight.
2. Eligibility
2.1 To be eligible to use the Spotlight Platform, you must meet the following requirements:
a. Be a natural person, corporation, legal entity, or organization with the authority and capacity to enter into legally binding agreements and comply with your obligations under these Terms.
b. If acting on behalf of a legal entity, you must be duly authorized to bind that entity to these Terms.
c. Not be located in, incorporated in, or operating from a jurisdiction where the use of the Spotlight Platform is prohibited by applicable law. This includes any country listed in Spotlight’s List of Prohibited Countries.
2.2 Spotlight reserves the right to modify its eligibility criteria at its sole discretion. While we will endeavor to provide notice before implementing changes, certain situations, such as compliance with legal or regulatory requirements, may require immediate updates.
3. Use of the Spotlight Platform
3.1 Access to and use of the Spotlight Platform are provided at Spotlight's sole discretion. We may restrict or terminate your access at any time and for any reason, including non-compliance with these Terms.
3.2 You agree not to post or share any content on the Spotlight Platform that is abusive, defamatory, obscene, misleading, or intended to manipulate markets or spread false information. Violating this clause may result in termination of your access to the Platform.
3.3 You must not misuse the Spotlight Platform to engage in illegal, unauthorized, or fraudulent activities. Spotlight reserves the right to suspend or terminate access for any such misuse.
4. Fees and Calculations
4.1 Fees for using the Spotlight Platform are detailed on our website and are subject to change.
4.2 You agree to pay all applicable fees and authorize Spotlight to deduct these fees directly from your connected wallet.
4.3 Spotlight may adjust its fee structure at its discretion and will notify users of any changes in accordance with Section 14.4 of these Terms.
4.4 Calculations related to fees and other charges are final and binding, except in the case of manifest error.
5. Data Records
Spotlight retains records of your transactions and account activity to comply with legal, regulatory, and operational requirements. Details regarding the use and retention of your personal data are outlined in our Privacy Policy.
6. Accessing the Platform
6.1 You are responsible for ensuring you have the necessary hardware, software, and internet connectivity to access and use the Spotlight Platform.
6.2 Access to the Platform may require you to meet additional technical or operational requirements, which Spotlight will communicate to you as needed.
7. Transactions
7.1 Spotlight does not guarantee the completion or success of any transaction on the Spotlight Platform. Transactions may be delayed or canceled due to factors outside our control, including blockchain network congestion or technical errors.
7.2 You agree to maintain sufficient digital asset balances in your connected wallet to cover transaction costs and fees. Spotlight reserves the right to refuse or reverse transactions due to insufficient balances or suspected fraudulent activity.
8. Submission of Instructions
8.1 You are solely responsible for ensuring that all instructions submitted via the Spotlight Platform are accurate and complete.
8.2 Once submitted, instructions are irrevocable unless explicitly agreed otherwise by Spotlight.
8.3 If your wallet balance is insufficient to execute a transaction, Spotlight reserves the right to reject or cancel the transaction.
8.4 Instructions transmitted via the Spotlight Platform may be subject to delays or security risks inherent in internet-based communications. You acknowledge and accept these risks.
9. Security
9.1 You are responsible for safeguarding your access credentials and ensuring the security of your wallet and connected devices.
9.2 In the event of a suspected security breach, you must immediately notify Spotlight via our support channels.
9.3 Spotlight reserves the right to investigate and take appropriate action in response to any reported or suspected security incidents.
10. Amending the Terms
10.1 Spotlight reserves the right to amend these Terms, as well as any referenced documents or policies, at any time. Updates will be published on the Spotlight website, and users may also be notified through other means as deemed appropriate by Spotlight.
10.2 While Spotlight will endeavor to notify users prior to significant changes, immediate amendments may be required in certain circumstances, such as:
a. To comply with legal or regulatory requirements.
b. To clarify existing terms or improve the functionality of the Spotlight Platform.
10.3 Continued use of the Spotlight Platform after any updates constitutes acceptance of the revised Terms. If you do not agree with the updated Terms, you must discontinue your use of the Platform.
10.4 Spotlight reserves the right to modify its fee structure, including introducing new fees or charges. Users will be notified of such changes, and continued use of the Platform after notification will constitute acceptance of the updated fee terms.
11. Termination, Suspensions, and Restrictions
11.1 Spotlight may suspend, restrict, or terminate your access to the Platform at its sole discretion, including but not limited to the following reasons:
a. Non-compliance with these Terms or any applicable laws or regulations.
b. Suspicion of fraudulent, illegal, or unauthorized activities.
c. Failure to provide accurate or complete information when requested.
d. Security concerns or risks associated with your account or wallet.
e. Any other valid reason determined by Spotlight, including risk management concerns or legal obligations.
11.2 If access is suspended or terminated:
a. Ongoing or pending transactions may be canceled at Spotlight’s discretion.
b. Spotlight reserves the right to deduct applicable fees from your connected wallet.
11.3 Spotlight is not obligated to disclose the specific reasons for termination, suspension, or restriction if such disclosure would compromise its risk management protocols.
12. Spotlight Intellectual Property
12.1 All intellectual property rights associated with the Spotlight Platform, including but not limited to trademarks, logos, and proprietary software, remain the exclusive property of Spotlight or its affiliates.
12.2 You are granted a non-exclusive, revocable license to access and use the Spotlight Platform for personal, non-commercial purposes, subject to compliance with these Terms.
12.3 Unauthorized use, reproduction, or distribution of Spotlight intellectual property is strictly prohibited and may result in termination of access and legal action.
13. User Intellectual Property
13.1 By submitting content, data, or other materials (“User Content”) to the Spotlight Platform, you grant Spotlight a perpetual, worldwide, royalty-free license to use, reproduce, and distribute the User Content as necessary to operate and improve the Platform.
13.2 You represent and warrant that you have the necessary rights to upload or submit User Content and that such content does not infringe upon any third-party intellectual property rights.
14. Created Intellectual Property
14.1 Any intellectual property created through the use of the Spotlight Platform, including memecoins or other digital assets, will remain your property unless otherwise specified.
14.2 Spotlight reserves the right to use aggregated, anonymized data from the Platform for analytics, improvement of services, and promotional purposes.
14.3 If required, you agree to execute additional documentation to confirm Spotlight’s rights to use created or submitted intellectual property as outlined in this agreement.
15. Security
15.1 Users are responsible for maintaining the security of their wallets, credentials, and devices used to access the Spotlight Platform.
15.2 In the event of a security breach or unauthorized access, you must notify Spotlight immediately through our designated support channels.
15.3 Spotlight will not be liable for losses resulting from unauthorized access or security breaches stemming from user negligence.
16. Privacy
16.1 Spotlight’s collection, use, and storage of your personal data are governed by our Privacy Policy. By using the Platform, you acknowledge and accept the terms of this policy.
16.2 Spotlight may use your data to:
a. Improve Platform functionality and services.
b. Comply with legal or regulatory obligations.
c. Conduct analytics to enhance user experience.
16.3 For any questions or concerns regarding your privacy, please refer to the Privacy Policy or contact Spotlight via Discord or other applicable channels.
17. Technology Disclaimers
17.1 The Spotlight Platform is provided on an "as is" and "as available" basis, without any representations or warranties, express or implied, to the maximum extent permitted by applicable law. Spotlight disclaims any warranties of merchantability, fitness for a particular purpose, and non-infringement.
17.2 Spotlight does not guarantee continuous, uninterrupted, or error-free access to the Platform. Service disruptions may occur due to maintenance, technical issues, or other factors beyond Spotlight's control.
17.3 Spotlight will make reasonable efforts to notify users of scheduled maintenance or anticipated downtimes. However, Spotlight is not liable for any delays, interruptions, or losses resulting from such disruptions.
17.4 Spotlight does not guarantee the accuracy, completeness, or reliability of information on the Platform. Users are advised to independently verify information before relying on it for decisions.
17.5 Links to third-party websites or services may be provided for convenience but are not endorsed or controlled by Spotlight. Spotlight is not responsible for the content, security, or functionality of these third-party resources.
18. Indemnity
18.1 You agree to indemnify and hold harmless Spotlight, its affiliates, officers, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including legal fees) arising from:
a. Your use of the Spotlight Platform.
b. Your breach of these Terms or applicable laws.
c. Your violation of any third-party rights, including intellectual property or data privacy rights.
18.2 Spotlight reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully with Spotlight's defense efforts.
19. Liability
19.1 To the maximum extent permitted by applicable law, Spotlight and its affiliates shall not be liable for:
a. Any indirect, incidental, special, or consequential damages, including loss of profits, revenue, or data.
b. Damages resulting from delays, interruptions, or errors in the Platform's operation.
c. Losses arising from third-party actions, including hacking, phishing, or unauthorized transactions.
d. Losses caused by user negligence, such as failure to secure login credentials or wallets.
19.2 Spotlight’s aggregate liability, in any case, shall not exceed the total fees paid by you to Spotlight for access to the Platform within the 12 months preceding the event giving rise to the claim.
19.3 Spotlight is not liable for any damages arising from force majeure events, including but not limited to natural disasters, cyberattacks, regulatory changes, or market disruptions.
20. Dispute Resolution
20.1 In the event of a dispute between you and Spotlight, both parties agree to first attempt to resolve the issue amicably. Users should contact Spotlight via Discord or other designated channels to raise their concerns.
20.2 If the dispute cannot be resolved informally, it shall be submitted to binding arbitration in accordance with the rules of the Cayman Islands Arbitration Centre. The seat of arbitration shall be the Cayman Islands, and the proceedings shall be conducted in English.
20.3 Both parties agree to waive the right to a trial by jury or participation in a class action lawsuit, to the extent permitted by applicable law.
20.4 Any claims or disputes must be filed within one year of the event giving rise to the claim. Claims filed after this period will be deemed invalid.
21. Confidentiality
21.1 All information, communications, and materials shared during dispute resolution or arbitration shall remain confidential and may not be disclosed to third parties without the prior written consent of both parties, except as required by law.
21.2 Spotlight reserves the right to disclose information to regulatory authorities if required by law or in response to a valid legal request.
22. General Terms
22.1 Compliance with Laws
You must comply with all applicable laws, regulations, and third-party rights in your use of the Spotlight Platform. This includes but is not limited to anti-money laundering (AML) regulations, counter-terrorism financing (CTF) laws, and data privacy requirements.
22.2 Notices
Spotlight may provide notices to you through electronic means, including email, in-app notifications, or messaging platforms such as Discord. Notices are deemed received whether or not delivery failure is reported. You may contact Spotlight through the designated channels for any complaints, inquiries, or feedback.
22.3 Official Announcements
All official announcements and updates will be communicated through Spotlight’s official social media accounts or website. Users are responsible for monitoring these channels for relevant information that may affect their use of the Platform.
22.4 Entire Agreement
These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between you and Spotlight concerning your use of the Platform. They supersede any prior agreements or understandings.
22.5 Assignment
You may not assign or transfer your rights or obligations under these Terms without Spotlight’s prior written consent. Spotlight may assign or transfer its rights and obligations under these Terms without prior notice to you, including in the event of a merger, acquisition, or corporate reorganization.
22.6 Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
22.7 Force Majeure
Spotlight shall not be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, regulatory changes, cyberattacks, or market disruptions.
22.8 Waivers
No failure or delay by Spotlight in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy.
22.9 Taxes
You are responsible for determining and fulfilling your tax obligations arising from your use of the Spotlight Platform. Spotlight does not provide tax advice or withhold taxes on your behalf.
22.10 Confidentiality and Intellectual Property
Any proprietary information, intellectual property, or trade secrets belonging to Spotlight shall remain the exclusive property of Spotlight. You agree not to disclose, distribute, or misuse such information without prior written consent.
23. Wallets
23.1 The Spotlight Platform requires you to connect an external wallet for transactions. Spotlight does not provide wallet services and is not responsible for any issues, losses, or damages arising from the use of third-party wallets.
23.2 You are solely responsible for safeguarding the credentials and private keys associated with your wallet. Spotlight is not liable for any loss or unauthorized access resulting from your failure to secure your wallet.
24. Definitions and Interpretation
24.1 Definitions
Applicable Law: Refers to all relevant statutes, laws, regulations, and standards that govern your use of the Spotlight Platform.
Digital Assets: Includes cryptocurrencies, tokens, NFTs, and any digital representations of value.
Force Majeure: Events beyond Spotlight’s control, such as natural disasters, regulatory changes, or cyberattacks, that prevent normal operations.
Spotlight Platform: The online platform provided by Spotlight Protocol for creating, trading, and managing IP-backed memecoins.
Wallet: A third-party digital wallet connected to the Spotlight Platform for transactions.
24.2 Interpretation
Headings are provided for convenience and do not affect the meaning or interpretation of the Terms.
Words in the singular include the plural and vice versa.
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