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Terms of Service

Effective Date: 23 of June, 2025

ZeroPoint Labs Inc. dba Superform Labs (“Superform Labs,” “we,” “us,” or “our”) provides a website and web application (at https://www.superform.xyz/) (the “Website”), application programming interfaces (“APIs”), mobile applications (each, an “Application”), a user-friendly interface to interact with SuperVaults (defined below), and keeper and oracle software applications which act as relayers for protocol transactions (the Website, APIs, and Applications, and the services enabled thereby, collectively, “Interfaces”) that link to or otherwise interact with the Superform protocol (the “Protocol”). All access and use of the Interfaces are subject to the terms and conditions contained in these Terms of Service (as amended from time to time, the “Terms of Service”).

By accessing, browsing, or otherwise using the Interfaces, creating an Account (defined below), or connecting a Wallet (defined below) you represent and acknowledge that (i) you have read, understood, and agree to be bound by these Terms of Service; (ii) you are of legal age to form a binding contract with Superform Labs; (iii) you have the authority to enter into these Terms of Service personally or on behalf of the entity (whether or not such entity is registered or incorporated under the laws of any jurisdiction) you have named as the user, and to bind that entity to these Terms of Service; and (iv) you understand and agree that you are solely responsible for ensuring that your use of the Interfaces complies with the laws of your jurisdiction. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Interfaces.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. We will also notify you of any material changes, either through the Interfaces, a pop-up notice, email, or through other reasonable means. Your continued use of the Interfaces after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Interfaces.

SUPERFORM LABS IS NOT AN EXCHANGE, TRUST COMPANY, LICENSED BROKER, DEALER, BROKER-DEALER, INVESTMENT ADVISOR, INVESTMENT MANAGER, OR ADVISER. NEITHER SUPERFORM LABS NOR THE INTERFACES GIVE, OFFER, OR RENDER INVESTMENT, TAX, OR LEGAL ADVICE. SUPERFORM LABS PROVIDES SOFTWARE THAT ALLOWS YOU TO MANAGE YOUR SELF-CUSTODIED SOFTWARE WALLETS AND OTHERWISE WRITE TRANSACTIONS THAT MAY BE EXECUTED ON THIRD-PARTY BLOCKCHAINS AND OTHER THIRD-PARTY SERVICES (DEFINED BELOW). BEFORE MAKING FINANCIAL OR INVESTMENT DECISIONS, WE RECOMMEND THAT YOU CONTACT AN INVESTMENT ADVISOR, OR TAX OR LEGAL PROFESSIONAL.

SECTION 14 CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND SUPERFORM LABS. AMONG OTHER THINGS, SECTION 14 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 14 CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 14: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THESE TERMS OF SERVICE.

DESCRIPTION OF THE INTERFACES
1. The Interfaces. The Interfaces include access to Superform Labs’s proprietary online platform that allows users to interact with the Protocol in a user-friendly format, connect to compatible third-party digital wallets (each a “Wallet”), and interact with SuperVaults (defined below). Users may be able to use the Interfaces to visualize cryptocurrency assets (“User Assets”) that are associated with a Wallet and write transactions to be executed by such Wallet on the Protocol or other third-party distributed ledgers compatible with the Protocol (each, a “Supported Blockchain”) in accordance with the technological and contractual parameters of such Supported Blockchain (the applicable “Blockchain Rules”).
  1. SuperVaults. Users may be able to interact with a vault layer of the Protocol which may accrue yield on compatible Digital Assets (defined below) on Supported Blockchains (“SuperVaults”). When users deposit compatible User Assets into a SuperVault, the user will be provided with an amount of Digital Assets representing the users share of Digital Assets deposited to the SuperVault in accordance with the rules established for such SuperVault (“SuperVault Tokens”). When users withdraw their User Assets from a SuperVault, users must comply with such SuperVault’s rules and may be required to exchange their SuperVault Tokens for the Digital Assets contained in a SuperVault. Users may also be eligible to withdraw yield that was earned as a result of such withdrawn User Assets, minus any fees imposed by the manager(s) of such SuperVault (“SuperVault Fees”). The SuperVault Fees may be listed on the Interfaces when the user deposits its User Assets into the SuperVault. Anyone may create and manage SuperVaults, and SuperVault may curate which SuperVaults are displayed through the Interfaces in its sole discretion. For the avoidance of doubt, SuperVaults are not a product of Superform Labs and Superform Labs has no control over SuperVaults created by third-parties. Superform Labs provides access to and visualization of SuperVaults and related information solely for your convenience, and Superform Labs disclaims all liability for any harm caused by your interaction with any SuperVaults through the Interfaces.
2. License to the Interfaces. Subject to these Terms of Service, the Privacy Policy, and applicable law (defined below), we hereby grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Interfaces solely as described hereunder. Unless otherwise specified by Superform Labs in a separate license, your right to use any and all Interfaces is subject to these Terms of Service. You acknowledge and agree that nothing set forth herein shall be construed as a sale of any ownership interest in or to the Interfaces or any intellectual property rights associated therewith.
3. dApps. The Interfaces may include tools that you may use in connection with creating, converting, building, or deploying (collectively, to “Build”) dApps on or to certain Supported Blockchains that support the SuperVaults (“dApps”). For the avoidance of doubt, you are solely responsible for any dApps that you Build, including any use of the Supported Blockchain in connection therewith. This means, without limitation, that you and not Superform Labs are liable to any end users of your dApps in connection with their use of same. If you Build a dApp and make it available to any end user, you agree that such end user’s access to the dApp will be accompanied by an end user license agreement (“EULA”) no less protective of Superform Labs than the terms set forth hereunder, including without limitation as set forth in Sections 8 through 10 hereof. Each EULA will be solely between you and the applicable end user, will conform to all applicable laws, and will disclaim all of Superform Labs’s liability to end users or any third party in connection with the Supported Blockchains and Interfaces. For the avoidance of doubt, Superform Labs shall not be responsible for and shall not have any liability whatsoever to you or any third party in connection with any dApp, any EULA, or any breach thereof by you or any end user of your dApps.
4. Compatibility Risk. The Interfaces may not be compatible with all forms of cryptocurrency, blockchains, and/or types of transactions, and certain of your User Assets may not be compatible with the Interfaces. Whether or not a User Asset is then-currently compatible with the Interfaces may change at any time, in Superform Labs’s sole discretion, with or without notice to you.
5. Points Program. Subject to your ongoing compliance with these Terms of Service and any Points Program Terms (defined below) made available by Superform Labs from time to time, Superform Labs may enable you to participate in a limited program that rewards users for interacting with the Interface (“Points Program”) by allocating to such users digital assets that have no cash or monetary value and are made available by Superform Labs (“Points”, as further described below). Your participation in the Points Program constitutes your acceptance of the then-current terms and conditions applicable to the Points Program at the time of such participation (“Points Program Terms”), as may be modified or updated by Superform Labs in its sole discretion. Additional terms applicable to the Points Program, which shall constitute part of the Points Program Terms, may be set forth on the Interface from time to time.
  1. Eligibility. To be eligible to participate in the Points Program you must accept these Terms of Service, connect a Wallet to the Interface, accept the Points Program Terms, and comply with any other eligibility requirements as may be determined by Superform Labs in its sole discretion from time to time, including certain geographic restrictions which may be applicable thereto.
  2. Points. Points will be allocated in accordance with the then-current Points Program Terms. Superform Labs does not guarantee that you will receive or be eligible to receive any minimum amount of Points by participating in the Points Program. Points have no monetary value and cannot be redeemed for cash or cash equivalent, including any cryptocurrency. Accumulating Points does not entitle you to any vested rights, and Superform Labs does not guarantee in any way the continued availability of Points. POINTS HAVE NO CASH VALUE. POINTS ARE MADE AVAILABLE “AS IS” AND WITHOUT WARRANTY OF ANY KIND.
  3. Taxes. In the event that any applicable authority determines that your receipt of Points is a taxable event, you agree that you, and not Superform Labs, are solely liable for payment of such taxes, and you agree to indemnify Superform Labs in connection with same.
  4. Disclaimers. Points are made available solely as an optional enhancement to users to incentivize participation in our community. Points do not constitute compensation or any other form of consideration for services. You agree that Points may be cancelled or revoked by Superform Labs at any time, including if you breach these Terms of Service; misuse or abuse the Points Program; or commit or participate in any fraudulent activity related to the Points Program. SUPERFORM LABS RESERVES THE RIGHT TO MODIFY OR TERMINATE THE POINTS PROGRAM AT ANY TIME, FOR ANY OR FOR NO REASON, WITH OR WITHOUT NOTICE TO YOU. In the event of any termination, all Points will expire immediately as of the effective date of termination.
USE OF THE INTERFACES
1. Access to the Interfaces. The Interfaces are designed to provide a link to the Protocol to access, interact with and otherwise participate in third party DeFi protocols, liquidity pools and other yield farming opportunities. Subject to your compliance with these Terms of Service, Superform Labs grants you a limited right to access and use the Interfaces for your personal or internal business purposes only. In addition, the Interfaces may include or link to software and other content that Superform Labs makes generally available under the terms of an open source license (“Superform OSS”). Your use of any Superform OSS shall be subject to the terms of the applicable license for such Superform OSS. The Interfaces are provided to you as closed-source applications; provided that Superform Labs reserves the right to subsequently release portions of the Interfaces as Superform OSS.
2. Updates. You understand that the Interfaces and Protocol are evolving. You acknowledge and agree that the Interfaces and/or Protocol may be updated with or without notifying you. In addition, you may need to update third-party software from time to time in order to use the Interfaces or Protocol.
3. Certain Restrictions. The Interfaces are intended for your internal use only. The rights granted to you in these Terms of Service are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Interfaces or any portion of the Interfaces, including the Website; (ii) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Interfaces (including images, text, page layout or form) of Superform Labs; (iii) you shall not use any metatags or other “hidden text” using Superform Labs’s name or trademarks; (iv) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Interfaces except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) except as expressly stated herein, no part of the Interfaces may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (vii) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Interfaces. Any future release, update or other addition to the Interfaces shall be subject to these Terms of Service. Superform Labs, its suppliers and service providers reserve all rights not granted in these Terms of Service. Any unauthorized use of the Interfaces may terminate the licenses granted by Superform Labs pursuant to these Terms of Service.
REGISTRATION
1. Connecting Your Wallet. In order to use the Interfaces or Protocol and access certain features of the Interfaces or Protocol you may need a separate Wallet. Such Wallets allow you to engage in transactions using cryptocurrencies supported and allowed on the Interfaces and Protocol. Superform Labs will not be liable for any loss or damage arising from your use of a Wallet or cryptocurrency in a manner not supported or allowed with the Interfaces or Protocol. Your instance of the Interfaces is linked to your Wallet, Third-Party Account (defined below) or other identifier(s) may be referred to herein as your “Account.” Superform Labs reserves the right to collect and record information about your use of the Interfaces and any transactions that take place through the Interfaces. Please note that if a Wallet or associated service becomes unavailable then you should not attempt to use such Wallet in connection with the Interfaces, and we disclaim all liability in connection with the foregoing, including without limitation any inability to access any User Assets you have sent to such Wallet. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR WALLET IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SUPERFORM LABS DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT OR USER ASSETS THAT MAY BE DEPLOYED TO THE PROTOCOL BY OR THROUGH SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE SETTINGS THAT YOU HAVE SET IN SUCH WALLETS.
2. Access Through a Third-Party Account. The Interfaces may allow you to link your Account with an account you hold on a third-party social networking or social media service, email server, or other Third-Party Services (each, a “Third-Party Account”) by allowing Superform Labs to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Superform Labs and/or grant Superform Labs access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Superform Labs to pay any fees or making Superform Labs subject to any usage limitations imposed by such third-party service providers. By granting Superform Labs access to any Third-Party Account, you understand that Superform Labs may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“Linked Account Content”) so that it is available on and through the Interfaces. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Interfaces. If a Third-Party Account or associated service becomes unavailable, or Superform Labs’s access to such Third-Party Account is terminated by the third-party service provider, then Linked Account Content will no longer be available on and through the Interfaces. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND SUPERFORM LABS DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Superform Labs makes no effort to review any Linked Account Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Superform Labs is not responsible for any Linked Account Content.
3. Noncustodial. The Interfaces and Protocol may assist with the facilitation of transactions involving your cryptocurrency or digital assets (“Digital Assets”), but neither Superform Labs nor the Protocol are custodians of any Digital Assets, and your use of the Interfaces or Protocol does not give Superform Labs custody, possession, or control of any Digital Assets at any time for the purpose of facilitating transactions through the Interfaces or Protocol. You affirm that you are aware and acknowledge that Superform Labs is a non-custodial service provider and has designed the Interfaces and Protocol to be directly accessible by its users without any involvement or actions taken by Superform Labs or any third party. Superform Labs cannot make any representation or guarantee that you will achieve any particular outcome as the result of using the Interfaces or Protocol or engaging in any transaction through the Interfaces or Protocol.
4. Representations. You represent and warrant that:
  1. You are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; (3) not a resident of the United Kingdom; and (4) not a person barred from using the Interfaces under the laws of the United States, your place of residence or any other applicable jurisdiction. If you are acting on behalf of a DAO or other entity, whether or not such entity is formally incorporated under the laws of your jurisdiction, you represent and warrant that you have all right and authority necessary to act on behalf of such entity;
  2. None of: (1) you; (2) any affiliate of any entity on behalf of which you are entering into these Terms of Service; (3) any other person having a beneficial interest in any entity on behalf of which you are entering into these Terms of Service (or in any affiliate thereof); or (4) any person for whom you are acting as agent or nominee in connection with these Terms of Service is: (A) Russia, Belarus, Syria, North Korea, Iran, Cuba, Iraq, Afghanistan, Venezuela, Sudan, South Sudan, Crimea region, Donetsk region, or Luhansk region or a country, territory, entity or individual named on an OFAC list as provided at http://www.treas.gov/ofac, or any person or entity prohibited under the OFAC programs, regardless of whether or not they appear on the OFAC list; or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure. There is no legal proceeding pending that relates to your activities relating to buying, selling, staking, or otherwise using cryptocurrency or any other token- or digital asset- trading or blockchain technology related activities; and
  3. You have not failed to comply with, and have not violated, any applicable legal requirement relating to any blockchain technologies or token-trading activities or any other applicable laws, including, but not limited to, anti-money laundering or terrorist financing laws, and no investigation or review by any governmental entity is pending or, to your knowledge, has been threatened against or with respect to you, nor does any government order or action prohibit you or any of your representatives from engaging in or continuing any conduct, activity or practice relating to cryptocurrency.
5. Necessary Equipment and Software. You must provide all equipment, software, and hardware necessary to connect to the Interfaces or Protocol. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Interfaces or Protocol. You are solely responsible for keeping your hardware devices secure. Superform Labs will not be responsible if someone else accesses your devices and authorizes a transaction upon receipt of a valid transfer initiated from the Protocol.
PAYMENT AND FEES
1. Fees. Access to the Website and certain Interfaces is free. However, Superform Labs reserves the right to charge fees (“Fees”) in connection with your use of certain Interfaces from time to time. All pricing and payment terms for such Fees are as indicated on the Interfaces, and any payment obligations you incur are binding at the time of the applicable transaction. In the event that Superform Labs makes available, and you elect to purchase, any Interfaces in connection with which Superform Labs charges Fees, you agree that you will pay Superform Labs all such Fees at Superform Labs’s then-current standard rates. You acknowledge and agree that Fees may fluctuate based on market conditions on the applicable Supported Blockchain and notwithstanding any such fluctuation you remain liable for such Fees. You agree that all Fees are non-cancellable, non-refundable, and non-recoupable.
2. SuperVault Fees. You acknowledge and agree that manager(s) of SuperVaults may collect SuperVault Fees. SuperVault manager(s) may be Superform Labs or other third parties who have created a SuperVault on the Interfaces. The SuperVault Fees may be displayed on the Interfaces at the time you deposit and withdraw your User Assets into the SuperVault. Your payment of SuperVault Fees is solely between you and the manager of such SuperVault, and Superform Labs shall not have any obligation to resolve any conflicts between you and such SuperVault manager.
3. Gas Fees. You are solely responsible for ensuring that any payment made by you is sufficient to cover any Gas Fee required to complete any transaction in connection with or effect any other use of the Interfaces. You understand and acknowledge that any Gas Fee estimate provided to you through the Interface is an estimate only and is provided to you in good faith efforts of Superform Labs and its affiliates. It is up to you to check and validate the actual Gas Fees required to effect any transaction. Superform Labs is not liable for any reverted or failed transaction due to insufficient funds in your Wallet. “Gas Fees” are transaction fees determined by market conditions on the applicable Supported Blockchain, and are not determined, set, or charged by Superform Labs.
4. Refunds. Superform Labs has no obligation to provide refunds but may grant them in extenuating circumstances or to correct any errors made by Superform Labs, in each case in Superform Labs’s sole discretion.
5. Taxes. You are responsible for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of these Terms of Service or the transactions contemplated by these Terms of Service (other than taxes based on Superform Labs’s net income).
6. Currency. You may not substitute any other currency, whether cryptocurrency or fiat currency, for the currency in which you have contracted to pay any Fees. For clarity, no fluctuation in the value of any currency, whether cryptocurrency or otherwise, shall impact or excuse your obligations with respect to any transaction.
OWNERSHIP
1. Ownership of the Interfaces and Protocol. Except with respect to your Wallet (including related Digital Assets), you agree that you do not own any right, title or interest in or to the Interfaces or Protocol. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Interfaces or Protocol.
2. Open Source Software. You acknowledge that the Interfaces and Protocol may use, incorporate or link to certain open source software and other technology (“OSS”) and that your use of the Protocol is subject to, and you will comply with any, applicable OSS licenses. Nothing in these Terms of Service limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the OSS. If required by any license for particular OSS, Superform Labs makes such OSS, and Superform Labs’s modifications thereto, available by written request at the notice address specified below.
3. Trademarks. “SUPERFORM”, “SUPERFORM LABS” and all related graphics, logos, service marks and trade names used on or in connection with the Interfaces and/or Protocol are the trademarks of Superform Labs and may not be used without permission in connection with your, or any third-party, products or services. Other trademarks, service marks and trade names that may appear on or in the Interfaces and/or Protocol are the property of their respective owners.
4. Your User Content. Superform Labs does not claim ownership of your user content. However, you represent that you own and/or have, and have all rights necessary to grant to Superform Labs and do hereby grant to Superform Labs, a royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your user content (in whole or in part) worldwide in connection with the Interfaces or Protocol.
5. Feedback. You agree that submission of feedback, suggestions and recommendations (“Feedback”) is at your own risk and that Superform Labs has no obligations with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Superform Labs a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, for any purpose.
USER CONDUCT
1. You agree that you are solely responsible for your conduct in connection with the Interfaces and Protocol. You agree that you will abide by these Terms of Service and will not (and will not attempt to): (a) provide false or misleading information to Superform Labs; (b) use or attempt to use another user’s Wallet; (c) pose as another person or entity; (d) use the Interfaces or Protocol in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Interfaces or Protocol, or that could damage, disable, overburden or impair the functioning of the Interfaces or Protocol in any manner; (e) develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Interfaces or Protocol; (f) bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Interfaces or Protocol; (g) attempt to circumvent any content-filtering techniques of the Interfaces or Protocol; (h) use any robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Interfaces, extract data or otherwise interfere with or modify the rendering of pages or functionality; (i) collect or harvest data from the Interfaces that would allow you to contact individuals, companies, or other persons or entities, or use any such data to contact such entities; (j) use data collected from the Interfaces for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing); (k) bypass or ignore instructions that control all automated access to the Interfaces or Protocol; (l) use the Interfaces or Protocol for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or these Terms of Service; (m) use your Wallet to carry out any illegal activities in connection with or in any way related to your access to and use of the Interfaces or Protocol, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Interfaces or Protocol; (n) engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including: (i) trading a Digital Asset at successively lower or higher prices for the purpose of creating or inducing a false, misleading or artificial appearance of activity in such Digital Asset, unduly or improperly influencing the market price for such Digital Asset on or off the Protocol or establishing a price which does not reflect the true state of the market in such Digital Asset; (ii) for the purpose of creating or inducing a false or misleading appearance of activity in a Digital Asset or creating or inducing a false or misleading appearance with respect to the market in a Digital Asset; or (iii) participating in, facilitating, assisting or knowingly transacting with any pool, syndicate or joint account organized for the purpose of unfairly or deceptively influencing the market price of a Digital Asset; (o) use the Interfaces or Protocol to carry out any financial activities subject to registration or licensing, including but not limited to using the Interfaces or Protocol to transact in securities, debt financings, equity financings or other similar transactions; (p) make available any content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; or (q) attempt to access any Wallet that you do not have the legal authority to access.
INVESTIGATIONS
1. Superform Labs may, but is not obligated to, monitor or review the Interfaces and your use thereof at any time. You agree and acknowledge that Superform Labs may screen and monitor your Wallet through use of third-party tools to ensure compliance with these Terms of Service and applicable laws and regulations. If Superform Labs becomes aware of any possible violations by you of any provision of these Terms of Service, Superform Labs reserves the right to investigate such violations, and Superform Labs may, at its sole discretion, immediately terminate your right to use the Interfaces or take other actions in accordance with applicable law without prior notice to you.
INDEMNIFICATION
1. You agree to indemnify and hold harmless Superform Labs, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Superform Labs Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your user content; (b) your use of, or inability to use, the Interfaces; (c) your violation of these Terms of Service; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations. Superform Labs reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Superform Labs in asserting any available defenses. This provision does not require you to indemnify Superform Labs for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with Superform Labs or the Interfaces. You agree that the provisions in this section will survive any termination of these Terms of Service and/or your access to the Interfaces.
RELEASE.
1. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU HEREBY RELEASE THE SUPERFORM LABS PARTIES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION, WHATSOEVER, ARISING OUT OF OR RELATED TO ANY LOSS WHICH MAY BE SUSTAINED BY YOU WHILE USING, ARISING OUT OF, OR IN CONNECTION WITH THE USE OF THE INTERFACES, INCLUDING ANY DIMINUTION OF VALUE TO OR LOSS OR THEFT OF ANY USER ASSETS. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, THIS RELEASE IS BINDING UPON YOUR RELATIVES, SPOUSE, HEIRS, NEXT OF KIN, EXECUTORS, ADMINISTRATORS, BENEFICIARIES, PARTNERS, AND ANY OTHER AFFILIATES OR INTERESTED PARTIES.
2. To the maximum extent permissible by applicable law, you waive and relinquish any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver, including any all rights and benefits which you have or may have under California Civil Code Section 1542 or any similar law or code in your jurisdiction, which states in substance “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” You acknowledge that the releases in these Terms of Service are intended to be as broad and inclusive as permitted by law, and as a complete and continuous release and waiver of liability for any and all use of the Interfaces.
ASSUMPTION OF RISK RELATED TO BLOCKCHAIN TECHNOLOGY.
1. Required Expertise. You (i) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet; (ii) have the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits, risks and applicable compliance requirements under applicable laws of any use of your Wallet; (iii) know, understand and accept the risks associated with your Wallet; and (iv) accept the risks associated with blockchain technology generally, and are responsible for conducting your own independent analysis of the risks specific to any Digital Assets you purchase or sell. You further agree that Superform Labs will have no responsibility or liability for such risks.
2. Risk of Financial Loss. When you use the Interfaces, you understand and acknowledge that Superform Labs is not a financial or investment advisor and that the Interfaces entail a risk of loss and may not meet your needs. The Interfaces provided by Superform Labs rely on Supported Blockchains and the applicable Blockchain Rules, which may not be reliable, consistent or dependent in all scenarios. Superform Labs may not be able to foresee or anticipate technical or other difficulties which may result in data loss or other service interruptions. Superform Labs encourages you to periodically confirm the valuation of your user through independent sources. Superform Labs does not and cannot make any guarantee that your User Assets will not lose value. The prices of cryptocurrency assets can be extremely volatile. Superform Labs makes no warranties as to any Supported Blockchain or the markets in which your User Assets are staked, transferred, purchased, or traded.
3. General Risks of Blockchain Technology. In order to be successfully completed, any transaction involving Digital Assets initiated by or sent to your Wallet must be confirmed by and recorded on the blockchain supporting such Digital Asset. Superform Labs has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via the Interfaces or Protocol will be validated by or confirmed on the relevant blockchain and does not have the ability to facilitate any cancellation or modification requests. In addition, certain third parties may offer and/or support complex financial transactions that entail a high degree of risk. You accept and acknowledge that you take full responsibility for all activities that you effect through your Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Wallet, to the maximum extent permitted by law. You further accept and acknowledge that:
  1. The prices of Digital Assets can be extremely volatile. Superform Labs makes no warranties as to the markets in which Digital Assets are transferred, purchased, or traded.
  2. You are solely responsible for determining what, if any, taxes apply to your transactions of Digital Assets. Superform Labs is not responsible for determining the taxes that apply to Digital Asset transactions.
  3. Superform Labs does not directly store, send, or receive your Digital Assets. This is because Digital Assets exist only by virtue of the ownership record maintained on its supporting blockchain, and so any transfer of Digital Assets occurs within the supporting blockchain. The transaction details you submit via the Interfaces or Protocol may not be completed, or may be substantially delayed, as a result of activity or lack thereof on the blockchain used to process the transaction. Superform Labs cannot assist you in any way to cancel or otherwise modify your transaction or transaction details. Superform Labs makes no warranties or guarantees that a transfer initiated on the Interfaces or Protocol will successfully transfer title or right in any Digital Asset.
  4. There are risks associated with using an Internet based currency, including but not limited to, the risk of hardware, software and Internet connections; the risk of malicious software introduction; the risk that third parties may obtain unauthorized access to information stored within your Wallet; and the risk of counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on smart contracts with bugs, and assets that may become untransferable. You accept and acknowledge that Superform Labs will not be responsible for any communication failures, disruptions, errors, distortions or delays or losses you may experience when using blockchain technology, however caused.
  5. The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Interfaces or Protocol and the utility of Digital Assets.
  6. Superform Labs makes no guarantee as to the functionality of any blockchain’s decentralized governance, which could, among other things, lead to delays, conflicts of interest, or operational decisions that are unfavorable to certain owners of certain Digital Assets. You acknowledge and accept that the protocols governing the operation of a blockchain may be subject to sudden changes in operating rules which may materially alter the blockchain and affect the value and function of Digital Assets supported by that blockchain.
  7. Superform Labs makes no guarantee as to the security of any blockchain. Superform Labs is not liable for any hacks, double spending, stolen Digital Assets, or any other attacks on a blockchain.
  8. The Interfaces and Protocol relies on, and Superform Labs makes no guarantee or warranties as to the functionality of or access to any, third parties and platforms and/or services of third parties to perform any transactions.
DISCLAIMER OF WARRANTIES.
1. Disclaimer Regarding Information Made Available Through Interfaces. The Interfaces may disclose certain data and information to you with respect to the transactions and opportunities that are made available through the Interfaces or otherwise provided by third-party tools (e.g. whether a vault is compliant with ERC-4626, estimates of transaction fees, etc.). However, all such data and information are provided for informational purposes only and should not be relied upon to determine whether a particular transaction is safe or will achieve any particular result or outcome. None of the data or information made available through the Interfaces constitutes a recommendation to proceed with any transaction or that such transaction is suitable or appropriate for you. The transactions analyzed by the Interfaces may involve significant risks of which Superform Labs is unaware, and you should not enter into any transaction unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. Regardless of any information made available to you through the Interfaces, your decision to proceed with any transaction is entirely at your own risk.
2. No Fiduciary Duty. SUPERFORM LABS IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER SUPERFORM LABS NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS, OR DAMAGES, OR OTHER LOSSES RESULTING FROM USE OF THE INTERFACES. NEITHER SUPERFORM LABS NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN “EXPERT” UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER SUPERFORM LABS NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS WEBSITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.
3. Third Party Transactions. THE INTERFACES AND PROTOCOL MAY PROVIDE TECHNICAL MEANS THAT ENABLE YOU TO ENGAGE IN TRANSACTIONS WITH THIRD PARTIES. HOWEVER, SUPERFORM LABS IS NOT CAPABLE OF PERFORMING TRANSACTIONS OR SENDING TRANSACTION MESSAGES ON YOUR BEHALF. ALL TRANSACTIONS INITIATED THROUGH THE INTERFACES OR PROTOCOL ARE EFFECTED BY YOUR WALLET OR OTHER THIRD-PARTY WALLET EXTENSIONS. BY USING THE INTERFACES OR PROTOCOL, YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY ANY TERMS OF SERVICE AND/OR PRIVACY POLICY OF ANY APPLICABLE EXTENSION(S) AND THAT SUPERFORM LABS IS NOT RESPONSIBLE FOR ANY SUCH TRANSACTIONS.
4. General Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE INTERFACES OR PROTOCOL IS AT YOUR SOLE RISK, AND THE INTERFACES OR PROTOCOL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SUPERFORM LABS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE INTERFACES OR PROTOCOL. SUPERFORM LABS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE INTERFACES OR PROTOCOL WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE INTERFACES OR PROTOCOL WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INTERFACES OR PROTOCOL WILL BE ACCURATE OR RELIABLE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE INTERFACES OR PROTOCOL IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE INTERFACES OR PROTOCOL, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE INTERFACES OR PROTOCOL MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SUPERFORM LABS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE INTERFACES OR PROTOCOL, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE INTERFACES OR PROTOCOL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPERFORM LABS OR THROUGH THE INTERFACES OR PROTOCOL WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
5. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SUPERFORM LABS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SUPERFORM LABS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SUPERFORM LABS MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SUPERFORM LABS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE INTERFACES OR PROTOCOL OR ANY CONNECTED CONTENT OBTAINED THROUGH THE INTERFACES OR PROTOCOL.
6. No Liability for Blockchain Losses. WE TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF DIGITAL ASSETS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; (iv) UNAUTHORIZED ACCESS TO APPLICATIONS; (v) REMOVAL OF ANY USER CONTENT ASSOCIATED WITH SUCH DIGITAL ASSETS; OR (vi) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE INTERFACES, DIGITAL ASSETS, OR WALLETS. Superform Labs is not responsible for any losses or harms sustained by you due to vulnerability or any kind of failure, abnormal behavior of the Protocol, software (e.g., smart contract), blockchains, or any other features of or inherent to digital assets. Superform Labs is not responsible for any delay or failure to report any issues with any blockchain supporting digital assets, including without limitation forks, technical node issues, or any other issues that result in losses of any sort.
7. No Liability in Connection with Open-Source Software. Notwithstanding anything to the contrary in these Terms of Service, you acknowledge and agree that any software or services you access under the terms of an open source license is at your own risk, and Superform Labs shall not be liable for any damages, other liabilities or harm to any person or entity relating to any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances outside beyond Superform Labs control, including without limitation through your use of any content under the terms of an open source license.
8. No Liability for Third-Party Materials. As a part of the Interfaces, you may have access to materials that are hosted or made available by another party. You agree that it is impossible for Superform Labs to monitor such materials and that you access these materials at your own risk.
9. No Guaranteed Returns. All claims, estimates, specifications, and performance measurements described on the Interfaces, including any projected gain, return, or yield on any Digital Asset are good-faith statements but subject to change from time to time in response to market conditions, unanticipated third-party activities, and other changes. You are solely responsible for checking and validating the accuracy and truthfulness of such statements, and Superform Labs shall have no responsibility or obligation relating to the foregoing. Any content produced by Superform Labs on the Interfaces has not been subject to audit and is for informational purposes only. You rely on the Interfaces at your own risk.
10. All claims, content, designs, algorithms, estimates, roadmaps, specifications, and performance measurements described in the Interfaces, including any information related to SuperVaults, SuperVault Fees and/or Gas Fees, are done in the good faith efforts of Superform Labs and its affiliates. It is up to you to check and validate their accuracy and truthfulness. Furthermore, nothing in the Interfaces constitute a solicitation for investment. Any content produced by Superform Labs has not been subject to audit and are for educational and inspiration purposes only. Superform Labs does not encourage, induce, or sanction the deployment, integration, or use of the Interfaces in violation of applicable laws or regulations and hereby prohibits any such deployment, integration or use. This includes use of any such applications by you (i) in violation of export control or sanctions laws of the United States or any other applicable jurisdiction, (ii) if you are located in or ordinarily resident in a country or territory subject to comprehensive sanctions administered by OFAC, or (iii) if you are or are working on behalf of a Specially Designated National (“SDN”) or a person subject to similar blocking or denied party prohibitions. You should be aware that U.S. export control and sanctions laws prohibit U.S. person (and other persons that are subject to such laws) from transacting with persons in certain countries and territories or that are on the SDN list.
11. Notwithstanding anything to the contrary in these Terms of Service, Superform Labs shall be under no obligation to inquire into and shall not be liable for any damages, other liabilities or harm to any person or entity relating to (i) the ownership, validity or genuineness of any Digital Asset; (ii) the collectability, insurability, effectiveness, marketability or suitability of any Digital Asset; or (iii) any losses, delays, failures, errors, interruptions or loss of data occurring directly or indirectly by reason of circumstances beyond Superform Labs’s control, including without limitation the failure of a blockchain or third-party service providers.
LIMITATION OF LIABILITY.
1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL SUPERFORM LABS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, ETHER OR OTHER VIRTUAL CURRENCY, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT SUPERFORM LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH: (i) THE TERMS OF SERVICE; (ii) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE INTERFACES OR PROTOCOL; (iii) THE USE OR INABILITY TO USE THE INTERFACES OR PROTOCOL; (iv) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE INTERFACES OR PROTOCOL; (v) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (vi) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE INTERFACES OR PROTOCOL; OR (vii) ANY OTHER MATTER RELATED TO THE INTERFACES OR PROTOCOL, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERFORM LABS PARTY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFORM LABS PARTY’S NEGLIGENCE; OR FOR (2) ANY INJURY CAUSED BY A SUPERFORM LABS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
2. Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, SUPERFORM LABS PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (i) $100; OR (ii) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A SUPERFORM LABS PARTY FOR (1) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFORM LABS PARTY’S NEGLIGENCE; OR FOR (2) ANY INJURY CAUSED BY A SUPERFORM LABS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
3. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
4. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUPERFORM LABS AND YOU.
TERM AND TERMINATION.
1. Term. These Terms of Service are binding on the earlier of the date when you accept them (as described in the preamble above) or when you first started using the Interfaces or Protocol and remain in full force and effect while you use the Interfaces or Protocol, unless terminated earlier in accordance with these Terms of Service.
2. Termination of Interface Access by Superform Labs. Superform Labs is free to terminate (or suspend access to) your use of the Interfaces for any reason in our discretion, including your breach of these Terms of Service. Superform Labs has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms of Service. If we suspend your use of the Interfaces, you may continue to access your Wallet directly or through other services. Superform Labs will not have any liability whatsoever to you for any suspension or termination.
3. Termination of Interface Use by You. If you want to terminate your use of the Interfaces, you may do so by ceasing your use of the same. You may continue to access your Wallet directly or through other services.
4. Survival. All provisions of these Terms of Service which by their nature should survive, shall survive termination of your use of the Interfaces, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
5. No Subsequent Use. If your ability to access the Interfaces is discontinued by Superform Labs, then you agree that you shall not attempt to access the Interfaces through use of a different Wallet, account, member name or otherwise. In the event that you violate the immediately preceding sentence, Superform Labs reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
DISPUTE RESOLUTION. PLEASE READ THIS ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SUPERFORM LABS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Interfaces or Protocol or to any aspect of your relationship with Superform Labs will be resolved by binding arbitration, rather than in court, except that (i) you may assert claims or seek relief in small claims court if your claims qualify,; and (ii) you or Superform Labs may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms of Service or any prior version of these Terms of Service.
2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to the address set forth in Section 14(h). The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Superform Labs will pay them for you. In addition, Superform Labs will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
3. Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Superform Labs. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms of Service (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
4. Waiver of Jury Trial. YOU AND SUPERFORM LABS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Superform Labs are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14(a) (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms of Service as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
5. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware. All other disputes, claims, or requests for relief shall be arbitrated.
6. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address set forth in Section 14(h), within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the Wallet address you use to connect to the Interfaces or Protocol (if any), your Account username (if any), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms of Service will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
7. Severability. Except as provided in Section 14(e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
8. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Superform Labs.
9. Modification. Notwithstanding any provision in these Terms of Service to the contrary, we agree that if Superform Labs makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Superform Labs at the address set forth in Section 14(h).
THIRD-PARTY SERVICES.
1. The Interfaces and Protocol each contain or in some cases, integrate, certain services, technology and other materials provided by a third party (“Third-Party Services”). When you click on a link to or access or use a Third-Party Service, we will not warn you that you have left the Interfaces and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Superform Labs. Superform Labs is not responsible for any Third-Party Services. These Third-Party Services are only provided as a convenience and Superform Labs does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
MOBILE APPLICATION TERMS
1. Third-Party Application Access. With respect to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (“Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
2. Accessing and Downloading the Application from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
3. You acknowledge and agree that (1) these Terms of Service are concluded between you and Superform Labs only, and not Apple, and (2) Superform Labs, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
4. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
5. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Superform Labs and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Superform Labs.
6. You and Superform Labs acknowledge that, as between Superform Labs and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
7. You and Superform Labs acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Superform Labs and Apple, Superform Labs, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service.
8. You and Superform Labs acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof
9. Without limiting any other terms of these Terms of Service, you must comply with all applicable third-party terms of service when using the App Store Sourced Application.
GENERAL PROVISIONS.
1. Independent Contractors. The relationship of Superform Labs and you under these Terms of Service is that of independent contractors. Notwithstanding anything else set forth herein, neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. Your use of the Interfaces shall not imply, suggest, or otherwise attempt to create an employment relationship between Superform Labs and you.
2. Electronic Communications. For contractual purposes, you (i) consent to receive communications from Superform Labs in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Superform Labs provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
3. Release. You hereby release Superform Labs and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Interfaces or Protocol, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of these Terms of Service or your use of the Interfaces or Protocol.
4. Assignment. These Terms of Service, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Superform Labs’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
5. Force Majeure. Superform Labs shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
6. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Interfaces, please contact us at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
7. Exclusive Venue. To the extent the parties are permitted under these Terms of Service to initiate litigation in a court, both you and Superform Labs agree that all claims and disputes arising out of or relating to these Terms of Service will be litigated exclusively in the state or federal courts located in the State of Delaware.
8. Governing Law. THE TERMS OF SERVICE AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE TERMS.
9. Notice. You may give notice to Superform Labs at the following address: ZeroPoint Labs Inc. dba Superform Labs, 1395 Brickell Ave, Ste 826, Miami, FL 33131. Such notice shall be deemed given when received by Superform Labs by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or, if by email sent and expressly referencing this Section, within 24 hours of confirmed transmission.
10. Waiver. Any waiver or failure to enforce any provision of these Terms of Service on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11. Severability. If any portion of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
12. International Users. The Interfaces and Protocol can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Superform Labs or the Interfaces and Protocol intend to announce such services or content in your country. The Interfaces are offered from the United States of America. Superform Labs makes no representations that the Interfaces or Protocol is appropriate or available for use in other locations. Those who access or use the Interfaces or Protocol from other countries do so at their own volition and are responsible for compliance with local law.
13. Entire Agreement. These Terms of Service are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.