Terms of Service
These Terms of Service (“Terms” or “Terms of Service”) are entered into by and between you (“you” or “your”), on the one part, and Supa, Corp (“Supa”, “Supanova”, “we”, “our” or “us”), on the other part, and these Terms of Service govern your use of our website, our non-custodial digital wallet (“Digital Wallet”), and other content, features, and any related digital platform we make available to you online (collectively the “Platform”) designed for compatibility with the Canton Network and any other blockchain network authorized by us (the “Authorized Network”).
1. Acceptance and Eligibility
1.1. Acceptance
BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS OF SERVICE WHEN THE OPTION IS MADE AVAILABLE TO YOU, YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US AND HAVE THE AUTHORITY TO DO SO EITHER ON YOUR OWN BEHALF OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT YOU ARE NOT PROHIBITED FROM USING THE PLATFORM BASED ON ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1.2 BELOW, AND THAT YOU HAVE READ AND UNDERSTAND, AND ACCEPT AND AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY, THESE TERMS IN FULL. IF YOU DO NOT AGREE TO THE TERMS, OR IF YOU OTHERWISE DO NOT MEET THE FOREGOING REQUIREMENTS IN ANY WAY, YOU MAY NOT USE THE PLATFORM.
1.2. Eligibility
Notwithstanding anything to the contrary, you are not authorized to use the Platform if there are applicable legal restrictions in your country of residence that would make the use of the Platform unlawful. It is your sole responsibility to ensure that your use of the Platform is not prohibited, restricted, curtailed, hindered, impaired, or otherwise adversely affected in any way by any applicable law in your country of residence or domicile. In addition, you are not permitted to use the Platform if doing so would violate applicable laws and regulations, including but not limited to those promulgated by the United Nations Security Council, Singapore, the United Kingdom, the United States (including those prohibiting dealings with sanctioned persons identified by the U.S. Department of the Treasury's Office of Foreign Assets Control Specially Designated Nationals and Blocked Persons (“SDN”), or other U.S. non-SDN restricted or prohibited parties lists, and those prohibiting dealings with persons organized, resident, or located in comprehensively sanctioned jurisdictions), and/or any other applicable national, provincial, federal, state, municipal or local laws and regulations (each as amended from time to time).
2. Changes to These Terms
We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service to reflect changes in applicable laws and regulatory requirements relating to the use of Digital Wallets and related services or to implement technical adjustments and improvements or to respond to market requirements. All changes are effective immediately when we post them unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the “last updated” date. It is also your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that the Terms of Service have been updated by updating the “last updated” date at the top of these Terms. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes.
3. The Platform
3.1. Limited Use Right
Subject to the terms and conditions set forth in these Terms of Service, we grant you a limited right to use the Platform in accordance with these Terms of Service, and if any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Platform, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to reproduce the software in executable object code format only, for the sole purpose of enabling you to use the Platform for your personal or internal business use (collectively the “Limited License”). You are permitted to download the Platform and related software multiple times without charge in order to install the Platform on multiple devices for such use, provided that you agree to these Terms each time you download the Platform and related software.
3.2. Digital Wallet Setup and Recovery Phrase
To use the Platform, you must complete the set-up to establish your unique address related to the Digital Wallet under the Platform. This will include providing an email address and setting up a password, which in turn will be used to create an encrypted passkey on your local device (“Credentials”). Your Credentials are the only way to access the Digital Assets associated with your Digital Wallet. You acknowledge and agree that you are solely responsible for maintaining the confidentiality and security of your Credentials and we strongly advise you to take precautions to save such Credentials in a secure manner to avoid loss of access to and/or control over your Digital Wallet or any cryptocurrencies or other fungible or non-fungible tokens associated with your Digital Wallet (each a “Digital Asset” and collectively “Digital Assets”). Do not share your Credentials with any third party. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, WE SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH ACTIVITIES THAT OCCUR IN CONNECTION WITH YOUR DIGITAL WALLET WITH OR WITHOUT YOUR AUTHORIZATION. YOU ACKNOWLEDGE THAT WE DO NOT STORE AND ARE NOT RESPONSIBLE IN ANY WAY FOR THE SECURITY OF YOUR CREDENTIALS. YOU AGREE TO HOLD US AND OUR AFFILIATES HARMLESS FOR ANY LOSSES ARISING FROM YOU LOSING YOUR CREDENTIALS.
3.3. Third-Party Services and Related Functionality
You acknowledge and agree that the Platform and its functionality include both proprietary technology as well as services, protocols, and resources operated, controlled, or made available by third parties (“Third-Party Services”). For the avoidance of doubt, Third-Party Services may include, but are not limited to the following.
Authorized Network. The underlying software and protocols necessary for the operation with Authorized Network.
Digital Asset Swap Services. The ability to swap Digital Assets, such as accepted cryptocurrencies of the Authorized Network.
Bridging Services. The ability to transfer, wrap, lock, mint, or otherwise effect the movement or representation of Digital Assets across networks, blockchains, or layers (including via bridging protocols, liquidity networks, message-passing systems, or similar infrastructure).
Airdrop or Promotional Campaign Services. Any airdrop campaigns offered by third parties in connection with our Platform.
Core Platform Functionality Provided by Third Parties. Certain functionality of the Platform, such as access to the Authorized Network and security features of the Platform, provided by third parties.
Linked Third-Party Resources. Any third-party websites, applications, or resources accessible through links available through our Platform.
Third-Party Services are provided the respective third party and not by Supa, and may be governed by terms and conditions set by third parties. If any event were to disrupt any functionality dependent on a respective Third-Party Service, the Platform may similarly experience a disruption. We shall not be responsible or liable for the operation, security, or performance of any Third-Party Services, including any airdrop campaigns, any external sites, applications, or resources, swap or bridging functionality, or any content provided or made available through such Third-Party Services.
3.4. Express Use Limitations
As an express condition of your use of the Platform, you represent and warrant to us that you shall not use the Platform, including the Digital Wallet, for any unlawful purpose or purpose prohibited by these Terms or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity with Supa or the Authorized Network. WITHOUT LIMITING THE FOREGOING, you agree not to use the Platform, including the Digital Wallet, for any of the following purposes:
(i) To violate any law, regulation, or governmental policy in any applicable jurisdiction, including, without limitation, paying for, supporting, or otherwise engaging in any illegal activities such as prohibited trade, illegal gambling, fraud, money laundering, or terrorist activities;
(ii) To share, lease, rent, use, or otherwise provide access to the Platform to or on behalf of any third party;
(iii) To infringe upon, misappropriate, or violate intellectual property rights or any other rights of any person or entity (including, without limitation Supa);
(iv) To engage or otherwise behave in a harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable manner;
(v) To violate the security of any computer network, or crack any password or security encryption code;
(vi) To impersonate or attempt to impersonate another individual or entity;
(vii) To infringe, in any way, on the rights of others or engage in behavior or activity that is threatening, harmful, discriminatory, or fraudulent;
(viii) To access, copy, or store any source code of our Platform or any Third-Party Services, or a significant portion of our content;
(ix) To decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or relating to the Platform;
(x) To attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform or any server, computer, or database connected to the Platform;
(xi) To circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Platform or an Authorized Network;
(xii) To attack our information technology systems via a denial-of-service attack or distributed denial-of-service attack, or otherwise damage, overburden, disable, or impair our ability to provide the Platform to users; or
(xiii) To introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
If you become aware of or suspect any unauthorized use of the Platform, including your Digital Wallet, please contact us at hello@supanova.app.
3.5. Downtime
Supa uses commercially reasonable efforts to provide access to the Platform in a reliable manner. From time to time, interruptions, errors, delays, or other deficiencies in providing access to the Platform or a Third-Party Service may occur due to a variety of factors, some of which are outside of Supa’s control, and some which may require or result in scheduled maintenance or unscheduled downtime of the Platform (collectively, “Downtime”). Part or all of the Platform may be unavailable during any such period of Downtime, which may include an inability to transact with Digital Assets connected to your Digital Wallet in the manner or time you intended.
3.6. Platform Modifications
Supa reserves the right, in our sole discretion, to modify, suspend, or discontinue the Platform or any features, change fee structures or Platform mechanics, implement additional security measures or user requirements, and restrict access from certain jurisdictions or user categories. We may apply changes, replace, or discontinue (temporarily or permanently) any part of the Platform at any time in our sole discretion. We will provide reasonable notice of material changes when practicable, but you acknowledge that immediate changes may be necessary for security, legal, or operational reasons.
3.7. Suspension of Platform Access
We may terminate or suspend your access to the Platform immediately, without notice, for violation of these Terms or applicable laws, fraudulent, abusive, or harmful conduct, security reasons or regulatory requirements, or any reason or no reason, in our sole discretion. We reserve the right to disable or modify access to any part of the Platform at any time in the event of any breach of these Terms, and we will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Platform being inaccessible to you at any time or for any reason. Upon termination, your right to access the Platform ceases immediately, but these Terms remain binding regarding prior use.
3.8. Subscription; Fees; Billing
Certain features or functionality of the Platform may be made available for a fee on a subscription basis (“Subscription”). If you purchase a Subscription, you agree to pay all applicable fees and charges disclosed to you at the time of purchase, and you authorize Supa to charge your selected payment method on a recurring basis in accordance with the subscription plan you select (e.g., monthly) until you cancel. Subscriptions automatically renew unless canceled prior to the end of the then-current billing period. You may cancel your Subscription at any time through the Platform or as otherwise made available by Supa; cancellation will take effect at the end of the current billing period. Except where required by applicable law, Subscription fees are non-refundable and no refunds or credits will be provided for partial billing periods or unused access time. Supa may change Subscription fees upon reasonable notice; any changes will take effect for the next billing period following such notice. If payment is not successfully processed or your payment method is invalid, Supa may suspend or terminate your access to Subscription features.
4. Intellectual Property Rights
4.1. Ownership
You acknowledge and agree that we (or, as applicable, our licensors) own all right, title, and interest in and to the Platform and all elements of the Platform, including, without limitation, all graphics, design, systems, methods, processes, architectures, structures, functions, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Supa Materials”). The Supa Materials are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Neither your use of the Platform nor these Terms grant you ownership or any other rights with respect to the Supa Materials or the Platform, whether expressly, by implication, estoppel, reliance or otherwise, all of which are specifically excluded and disclaimed, subject only to the terms of the Limited License granted in these Terms; and
4.2. Feedback
If you transmit any communication or material to us by mail, email, telephone, or otherwise through the Platform, suggesting or recommending changes to the Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential, except as provided by applicable law. You hereby assign to us, on your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. To the extent any personal data is included in connection with Feedback you provide, such personal data will be processed in accordance with our privacy policy.
5. Assumption of Risk Statement
By using the Platform, including through the creation of a Digital Wallet, you represent that you understand that there are risks associated with any cryptographic and blockchain technologies, including with respect to any Authorized Network, Digital Assets, and any transaction in connection therewith. You expressly agree that you assume all risks in connection with your access and use of the Platform, including the Digital Wallet, including the following:
6. Express Disclaimers
6.1. DISCLAIMER OF WARRANTIES
YOUR ACCESS TO AND USE OF THE PLATFORM, INCLUDING THE DIGITAL WALLET, IS AT YOUR OWN RISK. THE PLATFORM AND THE LIMITED LICENSE ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SUPA AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“SUPA PARTIES”) DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION (i) THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, (ii) THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, (iii) THAT THE ACCESS TO OR USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL BE COMPATIBLE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (iv) THAT THE PLATFORM WILL BE FREE OF HARMFUL COMPONENTS, AND (v) THAT ANY ASSOCIATED DIGITAL ASSETS WILL BE COMPLETELY SECURE OR NOT OTHERWISE LOST OR ALTERED;
6.2. LOSS DISCLAIMERS
WE SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF ANY USES OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, FOR ANY OF THE FOLLOWING REASONS: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED FILES ASSOCIATED WITH YOUR DIGITAL WALLET; OR (D) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, BRUTE FORCING, OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM OR AN AUTHORIZED NETWORK;
6.3. DIGITAL ASSET AND BLOCKCHAIN SECURITY DISCLAIMER
SUPA IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY CAUSED BY ANY EXPLOITATION, VULNERABILITY, OR OTHER FORM OF FAILURE OR MALFUNCTION OF SOFTWARE (E.G., DECENTRALIZED APPLICATIONS, SMART CONTRACTS, ETC.), AUTHORIZED NETWORK, OR ANY FEATURES BUILT INTO DIGITAL ASSETS, INCLUDING, WITHOUT LIMITATION, ANY ISSUES WITH THE AUTHORIZED NETWORK SUPPORTING THE DIGITAL ASSETS, FORKS, TECHNICAL NODE ISSUES, OR ANY OTHER ISSUES THAT MAY RESULT IN LOSSES OR INJURY;
6.4. DIGITAL ASSET OWNERSHIP DISCLAIMER
DIGITAL ASSETS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THE APPLICABLE AUTHORIZED NETWORK. SUPA CANNOT AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY DIGITAL ASSETS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS; and
6.5. NO CUSTODY
THE PLATFORM’S RELATED DIGITAL WALLET IS A NON-CUSTODIAL DIGITAL WALLET FOR DIGITAL ASSETS, WHICH MEANS THAT SUPA IS NOT INVOLVED IN THE PURCHASE, SALE, EXECUTION, CUSTODY, OR TRADING OF ANY DIGITAL ASSETS THROUGH YOUR USE OF THE DIGITAL WALLET, AND THEREFORE NEVER HOLDS CUSTODY OF ANY DIGITAL ASSETS WHEN YOU USE THE RESPECTIVE DIGITAL WALLET. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (i) THE CONTROL OF YOUR DIGITAL ASSETS AND YOUR CREDENTIALS RELATED TO YOUR DIGITAL WALLET, AND (ii) ALL ACTIVITY AND ANY RISK OF LOSS RELATED TO ANY TRANSACTION AND DIGITAL ASSET ASSOCIATED WITH YOUR DIGITAL WALLET.
6.6. THIRD PARTY SERVICES
THIRD-PARTY SERVICES MADE AVAILABLE ON, THROUGH, OR ACCESSIBLE BY THE PLATFORM ARE NOT OFFERED OR CONTROLLED BY SUPA, AND SUPA IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SERVICES YOU MAY USE IN CONNECTION WITH THE PLATFORM. THIRD-PARTY SERVICES MAY BE GOVERNED BY SEPARATE TERMS AND CONDITIONS OFFERED BY THE RESPECTIVE THIRD PARTY. YOU ACKNOWLEDGE AND AGREE YOU ARE USING THIRD-PARTY SERVICES, INCLUDING ANY SWAP OR BRIDGING FUNCTIONALITY, AT YOUR OWN RISK.
7. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless the Supa Parties from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to (i) actual or alleged breach of these Terms by you, a co-conspirator, or anyone using your account; (ii) your violation of the rights of or obligations to any third party, including any other user or third party; (iii) any Digital Assets you connect to your Digital Wallet; (iv) your use of the Platform, and any content or information you submit to the Platform; (v) your violation of any applicable law; and (vi) your negligence or willful misconduct. If we assume the defense of such a matter, you shall reasonably cooperate with us in such defense. This indemnification obligation survives termination of these Terms and your use of the Platform.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:
IN NO EVENT SHALL SUPA PARTIES BE LIABLE FOR (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LIABILITIES WHATSOEVER, (b) ANY DAMAGES FOR LOSS OF ANY DIGITAL ASSETS, OR (c) ANY ACTION ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO (i) ANY UNAUTHORIZED USE OF THE PLATFORM; (ii) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE PLATFORM (REGARDLESS OF THE SOURCE OF ORIGINATION); (iii) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; OR (iv) THEFT, TAMPERING, OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, DIGITAL ASSETS, OR DATA OR CONTENT OF ANY KIND— IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL CUMULATIVE LIABILITY OF SUPA SHALL NOT EXCEED TWENTY-FIVE U.S. DOLLARS ($25.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION.
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE. SOME JURISDICTIONS FURTHER DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. Electronic Communications; Notices
9.1. Consent to Electronic Communications
You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically. We may provide communications by posting on the Platform, sending to your registered email address (if applicable), through in-Platform notifications or messages, or other forms of communication enabled by Supa. By using the Platform, you consent to receiving electronic communications from us, and these electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Platform.
9.2. Notice Requirements
We may give notice to you by any reasonable electronic means, which may include, but is not limited to, Telegram, X (formerly Twitter), Discord, email, or through posting prominently on our website or through the Platform where applicable. Notices may be given, and are deemed to be received, whether or not a notice of delivery failure is received. You may give us notices only as we direct, which may change from time to time. Supa’s authorized email address for all purposes of these Terms shall be the following: hello@supanova.app.
10. Arbitration
PLEASE READ THIS ARBITRATION AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS AND DETERMINES HOW CLAIMS YOU AND SUPA HAVE AGAINST EACH OTHER ARE RESOLVED.
10.1. Disputes
The terms of this Section 10 shall apply to all Disputes between you and Supa. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy, or action between you and SUPA arising under or relating to your use of the Platform, Digital Assets, these Terms, or any other transaction involving you, Supa, or any third party, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.
10.2. Opt-Out
You may opt out of this arbitration agreement by sending written notice to hello@supanova.app within 30 days of first accessing the Platform. Your opt-out notice must include your name, address, and a clear statement of intent to opt out of arbitration.
10.3. Dispute Notice
In the event of a Dispute, you or Supa must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Supa must be addressed to hello@supanova.app (“Supa Notice Address”).
10.4. Binding Arbitration
In the event mediation is unsuccessful, you and Supa agree: (1) to arbitrate all Disputes between you and Supa pursuant to the provisions of these Terms; (2) these Terms memorialize a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination of these Terms.
10.5. Arbitration Procedure
If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of these Terms. The arbitrator, and not any federal, state, provincial, territorial, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
10.6. Arbitration Fees.
Each party shall bear its own legal fees and costs. Arbitration filing fees shall be allocated according to arbitration organization rules. Payment of all filing, administration, and arbitrator fees will be governed by the arbitration organization's rules.
11. Class Action Waiver
EXCEPT WHERE PROHIBITED UNDER APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE ARBITRATION AGREEMENT IN SECTION 10 ABOVE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE.
12. Governing Law and Jurisdiction
These Terms, and any Dispute, including those under the arbitration agreement, are governed by the laws of Panama, without regard to conflict of law principles. For any disputes not subject to arbitration, the courts of Panama shall have exclusive jurisdiction.
13. General Provisions
13.1. No Waiver of Rights
The failure by us to enforce any right or provision of these Terms shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
13.2. Severability
If any provision of these Terms is found to be unlawful or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the enforceability of any other provisions.
13.3. Entire Agreement
These Terms constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
13.4. Survival of Terms
Any terms which by their nature are intended to survive the expiration or termination of these Terms shall survive the termination or expiration of these Terms, including, but not limited to, the following provisions: Sections 1, 3.2, 3.3, 3.5, 4, 5, 6, 7, 8, 9.2, 10, 11, 12, and 13. Subject to this Section, these Terms will remain in full force and effect while you use or access the Platform.
13.5. Interpretation
The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation, or applicability of these Terms or provisions hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms.