Pearl Wallet

The Wallet is a decentralized, non-custodial software tool that enables users to hold Pearl Coins, which is the native digital coin of the Pearl Network, an AI-powered proof of useful work blockchain described in the White Paper available at https://pearlresearch.ai/ (the "Pearl Network" and the "Pearl Coin", respectively). The Wallet is software only. We do not take custody or control of your private keys, seed phrases, digital assets, or transactions.

You acknowledge and agree that:

• Once you download the Pearl Wallet software, you have sole control over such software, and we have no ability to control or intervene in the Wallet or in any actions conducted by you with such software.
• You retain sole control over your wallet, private keys, seed phrases, passwords, and digital assets.
• We cannot access, recover, reset, or transfer your private keys, seed phrases, or digital assets.
• The Pearl Wallet can only hold Pearl Coins. The Pearl Wallet cannot hold any other digital assets. If you attempt to transfer any other digital assets into the Pearl Wallet, you may permanently lose such digital assets.

The Wallet is provided as a technology interface only. We do not provide brokerage, exchange, payment, investment, tax, legal, custodial, escrow, banking, or fiduciary services. Nothing in the Wallet or these Terms constitutes a recommendation, endorsement, solicitation, or offer to buy, sell, hold, stake, swap, or otherwise transact in any digital asset or to engage in any transaction.

You are solely responsible for evaluating the merits, risks, and legality of any transaction or digital asset.

You are solely responsible for maintaining the confidentiality and security of your device, wallet credentials, private keys, seed phrases, passwords, recovery materials, and any authentication methods used with the Wallet.

You agree that:

• You are solely responsible for all activities conducted through your Pearl Wallet.
• Loss of your private key, seed phrase, or credentials will result in permanent loss of access to your Pearl Coins. We have no ability to assist you to recover any such Pearl Coins.
• Transactions initiated with your credentials or Wallet may be irreversible.
• We are not responsible for any loss resulting from unauthorized access, hacking, phishing, malware, user error, lost credentials, or compromised devices.

You acknowledge that use of blockchain technology and digital assets involves substantial risk. These risks include, without limitation:

• Extreme volatility in the value of digital assets.
• Software vulnerabilities, bugs, forks, hacks, replay attacks, cyberattacks, and protocol failures.
• Changes in blockchain rules, consensus mechanisms, transaction validation, or network availability.
• Delays, failures, congestion, increased fees, and irreversible transaction errors.
• Smart contract exploits, code defects, governance failures, oracle failures, and third-party protocol risks.
• Regulatory uncertainty and changes in law that may adversely affect the Wallet or digital assets.
• Tax consequences arising from your transactions.

You assume all risks associated with your use of the Pearl Wallet.

You agree not to, and not to permit any third party to:

• Use the Pearl Wallet for any unlawful, fraudulent, deceptive, or malicious purpose.
• Violate any applicable law, regulation, sanctions program, or third-party right.
• Use the Pearl Wallet to transmit, receive, store, or facilitate proceeds of crime or any illicit activity.
• Interfere with, disrupt, or compromise the integrity, security, or functionality of the Pearl Wallet or any connected systems.
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Pearl Wallet, except to the extent such restriction is prohibited by law.
• Circumvent security features or access restrictions.
• Introduce malware, viruses, worms, Trojan horses, or other harmful code.
• Use the Pearl Wallet in connection with sanctions evasion, money laundering, terrorist financing, or any other prohibited activity.

As between you and us, we or our licensors own all rights, title, and interest in and to the Pearl Wallet, including all software, code, design, trademarks, logos, content, and related intellectual property rights, excluding open-source components and third-party materials.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Pearl Wallet for your own use.

You may not use our name, logos, or branding without our prior written consent.

We do not collect any information related to your use of the Pearl Wallet, other than the IP address from which it was downloaded. Our use of any such data is governed by our Privacy Policy.

Because blockchain networks are public or partially public, information relating to your wallet addresses and transactions may be publicly visible and immutable. You acknowledge that we cannot control how third parties may collect, use, or interpret blockchain data.

You are solely responsible for ensuring that your use of the Pearl Wallet and any digital asset transactions comply with all applicable laws, including laws relating to consumer protection, financial services, anti-money laundering, sanctions, export controls, securities, commodities, tax, and data privacy.

We may take any action we deem necessary or appropriate to comply with applicable law, regulation, legal process, or governmental request.

You agree to indemnify, defend, and hold harmless the Company, its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• Your use or misuse of the Pearl Wallet;
• Your violation of these Terms;
• Your violation of any applicable law, regulation, or third-party right;
• Any transaction initiated by you or through your Pearl Wallet;
• Your use of any Third-Party Services or digital assets in connection with the Pearl Wallet.

You represent, warrant, and covenant on an ongoing basis that:

• You are not, and are not acting on behalf of, any person or entity that is: (a) located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of economic or trade sanctions or embargoes administered or enforced by the United States, including by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), by the United Nations, European Union, United Kingdom or by any other applicable governmental authority; or (b) identified on any sanctions-related list of prohibited or restricted parties, including the OFAC Specially Designated Nationals and Blocked Persons List, or any similar list maintained by the United States, the United Kingdom, the European Union, or the United Nations.
• You will not use the Pearl Wallet, directly or indirectly: (a) in violation of any applicable economic or trade sanctions, export controls, or anti-boycott laws; (b) for the benefit of any person or entity subject to sanctions or other restricted party measures; or (c) in connection with any transaction involving proceeds of unlawful activity, or any activity intended to evade applicable sanctions or regulatory requirements.
• You will not access or use the Pearl Wallet through any technology or arrangement designed to disguise your location or identity, including to circumvent sanctions, geoblocking, or access restrictions imposed by us or by applicable law.
• You acknowledge that we may implement controls reasonably designed to prevent access to or use of the Pearl Wallet in violation of applicable sanctions or export control laws, including wallet address screening, geofencing, transaction monitoring, and blocking or restricting access to the Pearl Wallet interface.
• We may suspend, restrict, or terminate your access to the Pearl Wallet, and may block or refuse to support any transaction, where we determine in our sole discretion that such action is necessary or advisable to comply with applicable sanctions laws, OFAC requirements, export controls, or other legal or regulatory obligations.
• You agree to promptly provide such information and documentation as we may reasonably request for the purpose of verifying compliance with this Section, to the extent permitted by applicable law. Your breach of this Section shall constitute a material breach of these Terms.

We may suspend or terminate your access to the Wallet interface at any time, with or without notice, if we believe that you have violated these Terms, pose a security risk, or if suspension or termination is necessary to comply with law or protect the Wallet, users, or third parties.

Upon termination, the rights granted to you under these Terms will cease immediately. Sections that by their nature should survive termination will survive, including provisions relating to ownership, disclaimers, limitation of liability, indemnification, governing law, dispute resolution, and general terms.

Because the Wallet is decentralized and non-custodial, termination or suspension of access to our interface may not affect your ability to access blockchain networks or your digital assets through other compatible means.

18.1 Entire Agreement. This Agreement represents the entire agreement between you and us with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and us with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on our websites.

18.2 Governing Law. This Agreement (including without limitation its validity) shall be governed by, and construed in accordance with, the laws of the State of New York, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is hereby disclaimed.

18.3 Mandatory Arbitration. Any dispute, controversy, difference or claim arising out of or relating to this Agreement (including without limitation as to the existence, validity, interpretation, performance, breach or termination thereof) ("Dispute") shall be resolved exclusively by arbitration in accordance with Schedule A attached hereto. However, if the Dispute is not subject to arbitration (either because you opted-out of the arbitration in the manner described in Schedule A, or because a court of competent jurisdiction determined that the agreement to arbitrate does not to apply to you or the Dispute) then the Dispute shall be subject to the exclusive jurisdiction and venue of the competent courts located in New York County, New York, USA, and the parties hereby irrevocably and unconditionally submit to the personal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO TRIAL OF ANY ISSUE BY JURY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, YOU AGREE THAT SUCH CLAIM SHALL BE DEEMED PERMANENTLY BARRED. Any claims or damages that you may have hereunder shall only be enforceable against the Company, and not any other entity or the Company's officers, directors, representatives, employees, or agents. Moreover, if you are a consumer (as defined in the Law of your jurisdiction), this Agreement is not intended to, and shall not, exclude or limit any mandatory rights you may have under the consumer protection Laws of your jurisdiction.

18.4 Language; Electronic Contract and Communications. The language of this Agreement is expressly agreed to be the English language. You hereby irrevocably waive, to the maximum extent legally permitted, any Law applicable to you requiring that the Agreement be localized to meet your language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. We may be able (but are not obligated) to provide you with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for your own records. When you visit or submit information on our website or send an email to us, you are communicating with us electronically. You consent to receive communications from us electronically. Although we may choose to provide you notice under this Agreement by postal mail, we may also choose to provide notice by email (in which case the notice will be deemed given on the day after sending) and/or by posting notices on our website (in which case the notice will be deemed given when you access our website). In addition, you acknowledge and agree that when you click on any "SUBMIT", "I AGREE", "I ACCEPT", or similar button, through which you submit information, you are submitting a legally binding electronic signature. Pursuant to any applicable Laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE WEBSITE OR SERVICES OFFERED BY US.

18.5 Email, Telephone and SMS Communication. By providing your email address or phone number on our website, you authorize us to contact you by telephone, fax and email. Such communication shall be in connection with: (a) an issue regarding our Website; (b) in response to inquiries (such as quotes) you have requested from us; and/or (c) to provide information or offers that may be of interest to you. Moreover, you agree that such communications may be sent to your mobile phone via automated telephone dialing system, prerecorded calls, text messages, SMS, MMS, and picture messages, even if the phone number you provide is on a corporate, state or national Do Not Call list. If you do not want to receive such emails, telephone calls, or text messages, you may opt out (i) during the registration process, or (ii) by emailing the address at the bottom of the emails with "UNSUBSCRIBE" or by texting "STOP" or "OPT-OUT" as specifically set forth in the communication. For more information, please see our Privacy Policy.

18.6 Assignment. We may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you may not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without our express prior written consent. Any prohibited assignment shall be null and void.

18.7 Feedback. If you send us any suggestions, feedback, or similar ideas for or about the Wallet or any of our software (collectively, "Feedback"), you agree that: (a) we exclusively own (and is hereby assigned) all right, title, and interest (including without limitation all Intellectual Property Rights) in and to the Feedback, and you are not owed any compensation (or other obligation) in exchange; (b) the Feedback does not contain confidential or proprietary information belonging to you or any third party; (c) we may (itself and/or via third parties), in perpetuity, use, copy, distribute, sell, create derivative works of, and otherwise commercially exploit the Feedback for any purpose and in any way, and without any restriction or obligations of any kind whatsoever; (d) there is no obligation for us to review your Feedback; and (e) we have no obligation to keep the Feedback confidential.

18.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction.

18.9 Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

18.10 Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by us, the writing must be duly signed by an authorized representative of the Company), and shall be valid only in the specific instance in which given.

18.11 Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

18.12 Notices to Us. Except as stated otherwise in this Agreement, you agree to send all notices to us, to: support@pearlresearch.ai.

18.13 No Third Party Beneficiaries. Except as may be expressly provided otherwise in this Agreement, there shall be no third-party beneficiaries of, or under, this Agreement, and no third party shall be entitled to enforce any of these terms and conditions.

18.14 Force Majeure. Neither party shall be responsible for any failure to perform any obligation hereunder because of any (a) act of God, fire, flood, earthquake, explosion, or pandemic or epidemic (or similar regional health crisis); (b) strikes, lockouts, picketing, concerted labor action, or other labor or industrial disturbances; (c) invasion, war (declared or undeclared), terrorism, riot, insurrection, or civil commotion; and/or (d) other similar cause beyond that party's reasonable control.

18.15 California Users. If you are a California resident, we are required to inform you that you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing-impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916).

18.16 Subpoenas. Nothing in this Agreement prevents us from disclosing your information or data to the extent required by Law, subpoenas, or court orders.

Capitalized terms not defined in this Schedule shall have the meanings given to them in the main body of the Agreement to which this Schedule is attached.

1. We want to address your concerns without the need for a formal legal dispute. Before filing a claim against us, you agree to try to resolve the Dispute informally by contacting support@pearlresearch.ai. If a Dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, you may initiate proceedings, as set forth in this Schedule A.

2. You and we agree to resolve any Dispute only by FINAL AND BINDING BILATERAL ARBITRATION in accordance with the below; except, however, that:

• each party retains the right to bring an individual action: (i) in a small claims court located in your county of residence (or in New York County, New York, USA if you meet the requirements of such court);
• each party retains the right to seek equitable relief to protect any Intellectual Property Rights, in any court of competent jurisdiction; and
• nothing herein precludes you from bringing issues to the attention of federal, state, or local agencies.

3. Unless you and we expressly agree otherwise in writing, the arbitration shall take place in-person (except that if telephonic or other remote electronic means are available and permissible, then you may elect to conduct the arbitration via such means) in New York City, New York, USA. The arbitration will be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), before a single arbitrator and in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Streamlined Rules"), as modified by this Agreement. The arbitrator must honor the terms and conditions of this Agreement (including, but not limited to, all liability exclusions and limitations), and shall not make any award or decision that is contrary to, or in excess of, what this Agreement provides. The Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") (and not any state law concerning arbitration) applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.

4. The arbitrator's decision must be in writing, and must include the essential findings and conclusions upon which the decision and any award is based. Judgment on any arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and us in any court in a proceeding to vacate or enforce an arbitration award, YOU AND WE HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the plaintiff's/claimant's individual claim.

5. Regardless of who initiates arbitration for a Dispute, you will always remain responsible for your costs and expenses relating to legal counsel, experts, witnesses, and travel to and from the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Streamlined Rules. If we initiate an arbitration for a Dispute, we will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator's services.

6. Other than to a party's legal counsel, all aspects of the Dispute and arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only to the extent) otherwise required by applicable Law.

7. YOU ACKNOWLEDGE AND AGREE THAT, EVEN IF ANYTHING IN THE JAMS STREAMLINED RULES (OR OTHER JAMS RULES, AS APPLICABLE) PERMIT OTHERWISE:

• YOU AND WE ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY, AS WELL AS THE RIGHT TO PARTICIPATE (FOR EXAMPLE, AS A CLASS REPRESENTATIVE OR CLASS MEMBER) IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER CLASS-WIDE OR REPRESENTATIVE ACTION OR PROCEEDING, AND THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY; AND
• NO ARBITRATION WILL BE JOINED TO ANY OTHER ARBITRATION, AND THE ARBITRATOR MAY NOT CONSOLIDATE ANY INDIVIDUAL PARTY'S DISPUTE WITH ANY OTHER PARTY'S DISPUTE.

8. OPT-OUT: You can choose to reject this agreement to arbitrate ("Opt-out") by emailing us within thirty (30) days after the date you agree to this Agreement for the first time. The Opt-out email you send to us must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. Providing an Opt-out notice is the only way you can opt-out of this agreement to arbitrate. If you Opt-out of this agreement to arbitrate, all other provisions of the Agreement will continue to apply, and you will not be permitted to invoke this agreement to arbitrate to resolve any Dispute with us.

9. To the extent any provision of this Schedule A is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, you and we agree that the provisions of Section 18.8 (Severability) shall apply.