TERMS OF SERVICEEffective Date: December 10, 2023
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”) and keeper software applications which act as relayers for protocol transactions (the foregoing are collectively, “Interfaces”) that links 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, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. 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.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1. USE OF THE INTERFACES
(a) 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 this Agreement, 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.
(b) 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.
(c) Restrictions By Jurisdiction; Export Control. If you are located in the United States, you may not conduct transactions using the Interfaces or Protocol and you only have a limited right to access the Interfaces for informational purposes only. If you are located in Russia, Belarus, Syria, North Korea, Iran, Cuba, Iraq, Afghanistan, Venezuela, Sudan, South Sudan, Crimea region, Donetsk region, or Luhansk region, you may not use the Interfaces or Protocol for any reason. Without limiting the foregoing, you may not use, export, import, or transfer the Interfaces or Protocol except as authorized by U.S. law, the laws of the jurisdiction in which you accessed the Interfaces or Protocol, as applicable, and any other applicable laws and regulations. In addition, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
(a) 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 cryptocurrency wallet that is supported by or compatible with the Interfaces and Protocol (a “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 digital wallet or cryptocurrency in a manner not supported or allowed with the Interfaces or Protocol.
(b) 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.
(c) Representations. You represent that you are not a person barred from using the Interfaces or Protocol under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur during your use of the Interfaces and Protocol. You agree that you shall monitor your use of the Interfaces and Protocol to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Interfaces and Protocol by minors.
(d) 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.
3. PAYMENT AND FEES
Superform Labs does not currently charge any fees for the Interfaces or your transactions through the Protocol. You are responsible for paying the charges automatically imposed by the transactions when using the Interfaces or Protocol (e.g. gas fees). However, we reserve the right to charge fees for your use of the Interfaces and adjust the pricing anytime. If such fees are imposed, we will notify you of the fees and pricing of your transaction when you authorize the transaction.
You agree and acknowledge that transaction fees displayed to your through the Interfaces are estimates and the real transaction fees may vary due to market conditions and fluctuations. To the extent there is any residual dust from transactions occurring through the Interfaces or Protocol, you agree and acknowledge that the Protocol will sweep and aggregate this residual dust to reduce transaction costs for transactions by other users through the Protocol.
(a) 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.
(b) 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 this Agreement 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’ modifications thereto, available by written request at the notice address specified below.
(c) 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.
(d) 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.
(e) 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.
5. USER CONDUCT
You agree that you are solely responsible for your conduct in connection with the Interfaces and Protocol. You agree that you will abide by this Agreement 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 this Agreement; (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.
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.
You agree to indemnify and hold Superform Labs, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Superform Labs Parties”) harmless 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.
8. ASSUMPTION OF RISK RELATED TO 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:
Required Expertise. You (a) have the necessary technical expertise and ability to review and evaluate the security, integrity and operation of your Wallet; (b) 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; (c) know, understand and accept the risks associated with your Wallet; and (d) 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.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
9. DISCLAIMER OF WARRANTIES.
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.
No Fiduciary Duty. SUPERFORM LABS IS NOT A BROKER, FINANCIAL INSTITUTION OR INTERMEDIARY AND IS IN NO WAY YOUR AGENT, ADVISOR, OR CUSTODIAN. SUPERFORM LABS CANNOT INITIATE A TRANSFER OF ANY OF YOUR CRYPTOCURRENCY OR DIGITAL ASSETS OR OTHERWISE ACCESS YOUR DIGITAL ASSETS. SUPERFORM LABS HAS NO FIDUCIARY RELATIONSHIP OR OBLIGATION TO YOU REGARDING ANY DECISIONS OR ACTIVITIES THAT YOU EFFECT IN CONNECTION WITH YOUR USE OF THE INTERFACES OR PROTOCOL.
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.
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.
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’ control, including without limitation the failure of a blockchain or third-party service providers.
10. LIMITATION OF LIABILITY.
(a) 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: (a) THE TERMS OF SERVICE; (b) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE INTERFACES OR PROTOCOL; (c) THE USE OR INABILITY TO USE THE INTERFACES OR PROTOCOL; (d) 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; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (f) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE INTERFACES OR PROTOCOL; OR (g) 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 (I) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFORM LABS PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A SUPERFORM LABS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
(b) 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 (I) DEATH OR PERSONAL INJURY CAUSED BY A SUPERFORM LABS PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A SUPERFORM LABS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
(c) 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.
(d) 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.
11. TERM AND TERMINATION.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
12. DISPUTE RESOLUTION. PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SUPERFORM LABS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
(a) 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 (a) you may assert claims or seek relief in small claims court if your claims qualify,; and (b) 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 this Agreement or any prior version of this Agreement.
(b) 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.
(c) Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) 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.
(d) 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 12(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 this Agreement 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.
(e) 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.
(f) 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 this Agreement 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.
(g) Severability. Except as provided in Section 12(e) (Waiver of Class or Other Non-Individualized Relief), 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.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Superform Labs.
(i) Modification. Notwithstanding any provision in this Agreement 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).
13. THIRD-PARTY SERVICES.
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.
14. GENERAL PROVISIONS.
(a) Electronic Communications. For contractual purposes, you (a) consent to receive communications from Superform Labs in an electronic form; and (b) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) Exclusive Venue. To the extent the parties are permitted under this Agreement 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.
(g) 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.
(h) 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.
(i) 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.
(j) Severability. If any portion of this Agreement 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.
(k) 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.
(l) 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.