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1. Introduction

These Terms of Use (“Terms”) govern access to and use of the superearn.io website (referred to as the “Website”) by users (the “Users” or “you”), the superearn.io interface (referred to as the “Interface”), and any other websites, applications or interfaces, available through the superearn.io domain or other services that link to these Terms (collectively, the “Services”). The Services are brought to you by Kairos Studio (“we,” “us,” or “our”).  Superearn protocol is a decentralized, non-custodial protocol composed of open-source self-executing smart contracts that are deployed on various permissionless public blockchains, such as Kaia, Ethereum and other blockchains and related software available for review in github (the “Superearn Protocol”).  The Website provides information and resources about the Superearn Protocol. The Interface is an independent interface providing one of the available applications through which users, via their self-custodial wallets, interact with the Superearn Protocol. We provide the Websites and the Interface, but we are not involved in the execution of any transactions conducted on the blockchains. Furthermore, we do not have custody or control over the contents of your wallet and have no ability to access, retrieve, or transfer any such contents. We expressly disclaim any liability for any losses or damages arising from or in connection with any interactions with, or actions taken on, the blockchains through the Interface. To use the Services, you must legally be able to enter into these Terms. By using the Services, you represent and warrant that you meet the eligibility requirements. If you do not meet the requirement, you must not use the Services. We may change or update the Services and any part of these Terms at any time, for any reason, at our sole discretion, in accordance with these Terms. Once any such update is made and in effect, you will be bound by the Terms if you continue to use the Services. We may, at any time, and without liability to you, modify or discontinue all or part of the Services (including access to the Services via any third-party links).

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2. Dispute Resolution; Arbitration Agreement

If you have any dispute or claim arising out of or relating in any way to the Interface or these Terms, you must send an email to legal@superearn.io to resolve the matter via an informal, good faith negotiation process. If that dispute or claim is not resolved within sixty (60) days of sending such an email, then you agree that all unresolved disputes or claims shall be finally and exclusively settled by arbitration in Singapore, governed by the Singapore International Arbitration Centre (SIAC) Rules in force at the time of the filing for arbitration of such dispute. The arbitration shall be held before a single arbitrator in Singapore, and shall be conducted in the English language on a confidential basis at the Singapore International Arbitration Centre. Any award made by the arbitrator may be entered in any court of competent jurisdiction as necessary. This section shall survive termination of these Terms, the Services, or any connection you may have to the information you obtained from the Services. Class Action and Jury Trial Waiver. You agree to bring all disputes or claims connected to the Interface in your individual capacity and not as a plaintiff in or member of any class action, collective action, private attorney general action, or other representative proceeding. Further, you irrevocably waive the right to demand a trial by jury in any jurisdiction.

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3. The Services

a. Users retain full control over their cryptoassets. It is important to understand that neither we nor any affiliated entity is a party to any transaction on the blockchain networks underlying the Superearn Protocol; we do not have possession, custody or control over any cryptoassets or any user’s funds. You understand that when you interact with the Superearn Protocol and/or the Services, you retain control over your cryptoassets at all times. b. Users use third-party self-custodial wallets to interact with the Protocol. We have no control or guarantee over the wallets. To interact with the Superearn Protocol using the Interface, you will need to connect and engage with it through your self-custodial wallet. It is essential to understand that your self-custodial wallet is provided by a third-party entity and is generally governed by separate terms and conditions set by the respective third-party service provider. Such third party terms and conditions may involve additional fees, disclaimers, and/or risk warnings regarding the accuracy and reliance on the provided information. Reviewing and comprehending the terms and conditions associated with your chosen self-custodial wallet provider to ensure compliance and to be aware of any applicable charges or risks is your sole responsibility. We assume no responsibility whatsoever for your use of your wallet. c. We are not intermediaries to the Protocol transactions. Due to the non-custodial and decentralized nature of the technology, we are not intermediaries, agents, advisors, or custodians, and we do not have a fiduciary relationship or obligation to you regarding any other decisions or activities that you affect when using the Services. Superearn Protocol operates solely as a neutral technological platform that provides a venue for users to access decentralized finance products at their convenience. The Services does not act as a principal, counterparty, or agent in any transaction. d. We have no information about any transactions beyond what is publicly available via the blockchain. You acknowledge that we do not have information regarding any transactions conducted through the Superearn Protocol beyond what is available or obtainable publicly via the blockchain. However, we may collect information regarding the users’ access and use of the Services in accordance with these Terms and/or our Privacy Policy. e. There may be associated blockchain fees. Transactions using blockchains may require the payment of gas fees, which are essentially network transaction fees paid on every transaction that occurs on the selected blockchain network. Please note that gas fees are non-refundable. We do not provide any services to users or deliver, hold, and/or receive payment for cryptoassets, nor do receive any fees for any transactions or the Services or your use of blockchain.   f. We may charge you Service fees. We may, from time to time, charge fees in connection with your access to or use of certain features, functionalities, or enhanced services made available through the Service (“Service Fees”).  Such Service Fees may include, without limitation:

• Management Fee – a fee based on the total value locked (TVL) or deposited amount (e.g., 1% of the deposited amount); and
• Performance Fee – a fee based on the performance or yield generated (e.g., 10% of a 10% annual percentage yield (APY) performance).

The applicable Service Fees, including the amount, scope, and payment method, will be disclosed on the relevant Service page or through a separate notice prior to your use of such paid features. Unless expressly stated otherwise, all Service Fees shall be non-refundable. You acknowledge and agree that your continued use of such paid features or services after the disclosure of the applicable Service Fees shall constitute your acceptance thereof.

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4. Assumption of Risk

a. You assume the risks of engaging in novel and experimental technology. Technologies such as smart contracts on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications, and systems that interact with blockchain-based networks are experimental, speculative, inherently risky, and subject to change and technical, legal and regulatory uncertainty. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total or partial loss of cryptoassets, their market value, or digital funds. We assume no liability or responsibility for any such risks or losses, to the fullest extent permitted by applicable law. If you are not comfortable assuming these risks, we do not encourage you to access our services, and you should not access or engage in transactions using blockchain-based technology. b. We are not liable for any third-party services or links. You understand and acknowledge that our Services may be connected to, or operate in conjunction with, third-party services. We are not responsible or liable for the content, accuracy, functionality, or availability of any third-party services, networks, applications, or platforms, including but not limited to Discord or MetaMask. We make no representations, warranties, or guarantees regarding the content, accuracy, or functionality of any third-party materials, contents, products or services, and we do not endorse or recommend them for any specific purpose. Further, we do not guarantee, endorse, or recommend such content or services to users of the Services, and we expressly disclaim any and all liability for any losses or damages arising from your use of or reliance on any third-party products, services, or content. c. You agree to the automated collection and disbursement of proceeds by smart contracts. You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You understand that smart contracts operate independently of us and define and control the distribution of funds. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of cryptoassets are distributed, and that we shall not be liable or responsible for any losses or damages arising therefrom. d. You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Services before using them. You understand and acknowledge that all transactions on the blockchain are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We make no representation or warranty that the Services will be secure, uninterrupted, or error-free, and we disclaim any ongoing obligation to notify you of all the potential risks of using and accessing our Services. You agree to assume all such risks and acknowledge that you will not hold us, our affiliates, directors, employees, or service providers, liable for any losses or damages, including indirect, incidental, special, or consequential losses, arising from your use of or inability to use the Services. e. You are solely responsible for the security of your self-custodial wallet. You understand and agree that you are solely responsible for maintaining the security of your self-custodial wallet. You alone are responsible for securing your private keys. We do not have access to your wallet, private keys or any other means that would allow us to control or access your wallet. Further, you are solely responsible for ensuring your wallet’s compatibility with the Interface. Any unauthorized access to your self-custodial wallet by third parties could result in the loss or theft of any cryptoasset or funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your self-custodial wallet. You understand and acknowledge that the private key associated with the self-custodial wallet address is the only private key that can control the cryptoassets you transfer into the smart contracts. Loss of such private key may result in the permanent loss of access to your wallet and/or cryptoassets contained therein. You assume full responsibility and liability for the safekeeping of your private key and any losses resulting from its loss, compromise, or misuse.  f. We reserve the right to restrict your access to the Services. You agree that we have the right to restrict your access to the Services, in our sole discretion, via any technically available methods if we suspect in our sole discretion, that: (i) you are using the Services for money laundering or any illegal or unauthorized purposes; (ii) you have engaged in fraudulent activity; (iii) you have acquired cryptoassets using inappropriate methods, including, but not limited to, the use of stolen funds to purchase such assets; (iv) you are the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other legal or regulatory authority in any applicable jurisdiction; (v) either you, as an individual or an entity, or your wallet address is listed on the Specially Designated Nationals and Blocked Persons List (“SDN List”), Consolidated Sanctions List (“Non-SDN Lists”), or any other sanctions lists administered by OFAC; (vi) you are located, organized, or resident in a country or territory that is, or whose government is, the subject of sanctions, including, without limitation, Côte d’Ivoire, Cuba, Belarus, Iran, Iraq, Liberia, North Korea, Sudan, and Syria; or (vii) you have otherwise acted in violation of these Terms. If we have a reasonable ground to suspect that you are utilizing the Services for illegal, prohibited or unauthorized purposes, we reserve the right to take whatever action we deem appropriate, including, but not limited to, restricting access to the Services, to the extent permitted by law, or notifying competent authorities. Users located in jurisdictions where access to DeFi services is restricted or unlawful under applicable law are strictly prohibited from using the Services. We may display such restrictions or warnings through its Interface or pop-up notifications. We may also suspend, restrict, or terminate your access to and/or use of the Services, either in whole or in part, from time to time, for purposes of system maintenance, upgrades, security enhancements, or other technical reasons. Such suspension, restriction, or termination may occur with or without prior notice, depending on the urgency or necessity of the maintenance or technical issue. We shall not be liable for any loss, damage, or inconvenience you may suffer as a result of such suspension, restriction, or termination.  g. We do not guarantee the quality or accessibility of the Services. As a condition to accessing or using the Services, you acknowledge, understand, and agree that from time to time, the Services may be temporarily or permanently inaccessible or inoperable for any reason, including due to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason. You acknowledge that the Services are provided on an “as is” and “as available” basis, without any representations or warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. You further acknowledge and agree that you will access and use the Services at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are, and will be solely responsible for conducting your own due diligence into the risks of a transaction and the underlying smart contracts and cryptoassets. The information available through the Services is not professional, legal, business, investment, or other advice related to any financial product, and it is not an offer or recommendation or solicitation to buy or sell any particular digital asset or to use any particular investment strategy.

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5. Taxes

You bear sole responsibility for paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Services and/or payable as a result of using and/or exploiting any cryptoassets and interacting with smart contracts via our Services. You acknowledge and confirm that blockchain-based transactions are novel, and their tax treatment may be uncertain, evolving, or subject to differing interpretations under applicable law.

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6. Intellectual Property Rights

a. Ownership. We and rightful third-party licensor own all intellectual property and other rights in and to the Services and their respective contents, including, without limitation, the software, text, graphics, images, trademarks, service marks, copyrights, patents, and designs. These rights are protected by international intellectual property laws and treaties. All such rights are reserved.  b. Feedback. With respect to any feedback you provide (whether orally or in writing) concerning the Services, including any features or functionalities thereof, and including identifying potential errors and improvements (“Feedback”), you hereby grant us a worldwide, perpetual, irrevocable, non-exclusive, fully paid-up, royalty free, fully-sublicensable (through multiple tiers) and freely assignable and transferable license to use, reproduce, modify, publish, translate, distribute, perform, display, and otherwise exploit any such Feedback for any purpose without payment or restriction. It is further understood that our use of Feedback is at our sole discretion, and that we are in no way obliged to make any payment to you for or make use of any kind of the Feedback or part thereof. For the avoidance of doubt, we bear no obligation to use, implement, or compensate you for any Feedback, in whole or in part. You represent and warrant that your provision of any Feedback does not and will not infringe or violate any intellectual property or other rights of any third party. You agree to indemnify, defend, and hold us harmless from and against any and all claims, liabilities, damages, or expenses arising out of or in connection with your Feedback. c. License Grant. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for your personal, non-commercial use. This license does not include any rights to modify, distribute, or create derivative works of the Services or any part thereof. Notwithstanding anything to the contrary in the Terms, the Services may contain software components released under separate open-source or business-source license terms, in which case those license terms will govern such software components. d. Trademarks. All trademarks, service marks, logos, domain name and trade names associated with the Services are proprietary to us or our affiliates, partners or licensors. You may not use any of these marks without our prior written consent. You further agree that you will not use any of our trademarks, trade names, service marks, copyrights or logos, or our partners’, affiliated entities, licensors, or their licensors trademarks, trade names, service marks, copyrights or logos in any manner that creates the impression that such items: (i) belong to or are associated with you or indicate the sponsorship or approval of us, our licensors, any partners, affiliates or their licensors; or (ii) except as otherwise provided herein, are used with our licensorsʼ, partnersʼ, affiliatesʼ, or their licensorsʼ consent and/or authorization, and you acknowledge that you have no ownership or proprietary rights in or to any such items.

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7. Prohibited Content and Activities

a. You may only use the Services if you comply with these Terms, applicable third-party policies, and all applicable laws, rules, regulations, and related guidance.  The following conduct is prohibited: 

1. using the Services for, or to promote or facilitate, or conceal, any unlawful or prohibited activity (including, but not limited to, money laundering, financing terrorism, tax evasion, buying or selling illegal drugs, contraband, counterfeit goods, or illegal weapons); 
2. exploiting the Services for any unauthorized purpose; 
3. uploading or transmitting viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of malicious code that will or may be used in any way that will or could affect the functionality, security or operation of the Services or any related systems; 
4. attempting to or actually copying, decompiling, disassembling, mirroring or otherwise making unauthorized use of all or any portion of the Services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the Services;
5. harvesting, scraping or otherwise collecting information or data from the Services for any unauthorized or unlawful purpose; 
6. accessing or using the Services under false or fraudulent pretenses, impersonating another person or entity or otherwise being deceitful;
7. interfering with other users’ access to or use of the Services;
8. Interfering with, disabling, bypassing or circumventing the security features of the Services or any third party’s systems, networks, or resources used in connection with the provision of Services;
9. engaging in, supporting or attempting any attack, hack, denial-of-service attack, interference, or exploit of any smart contract, network, platform, and/or protocol in connection with the use or access of the Service (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of these Terms and the law); or 
10. engaging in any anticompetitive, deceptive, fraudulent, or otherwise abusive behavior or other misconduct.

b. Violating our rules may result in our intervention. You agree and acknowledge any violation of these Terms or applicable law may result in our immediate intervention, including the suspension or restriction of your access to all or part of the Services and we permanently reserve the right to completely or partially restrict, suspend, revoke, or terminate your access to the Services, either completely or for a period of time, at our sole discretion, without prior notice. We further reserve the right to investigate, prosecute and take actions regarding any suspected or actual breaches of these Terms. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request or to protect our rights, property, or the safety of others.

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8. DISCLAIMERS

We do not offer or list securities or regulated financial products under applicable laws through the Interface. Partner DeFi service providers represent and warrant to us that their products provided or made accessible through the Services do not constitute securities or other regulated instruments under applicable law. We make no representations or warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR PARENTS, SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND LICENSORS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. INFORMATION (INCLUDING THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICES IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICES IS AT YOUR OWN RISK; (B) INJURY OR DAMAGE RESULTING FROM THE SERVICES; OR (C) VIRUSES, WORMS, TROJAN HORSES, TIME BOMBS, CANCEL BOTS, SPIDERS, MALWARE, OR OTHER TYPE OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICES. FURTHER, YOU EXPRESSLY ACKNOWLEDGE THAT THE INDEMNIFIED PARTIES ARE NOT RESPONSIBLE FOR LOSS OR DAMAGE CAUSED BY ANOTHER USER’S CONDUCT, UNAUTHORIZED ACTORS, OR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES.  In furtherance of the foregoing, our provision of the Services, including, but not limited to, any vault-related features, does not constitute investment, tax, legal, or technological advice of any kind. None of the vaults made available through the Services are depository or custodial products, and none of your digital assets are guaranteed by us or any other person. We are not a fiduciary for any vault user, nor will we act as a broker, custodian, investment adviser, or asset manager through our provision of the Services. Vault users shall always deploy their assets to listed vault markets at their own risk, with full understanding that (i) their digital assets may lose some or all of their market value; (ii) their digital asset positions may be liquidated partially or entirely as a result of parameters that they cannot control or change; and that (iii) their only recourse to prevent such risks after deploying to a vault is to fully withdraw them in accordance with the terms applicable to the underlying services forming the basis of the vaults.  Examples of risks may include, inter alia, and without limitation: (a) bad debt events, which may result in the loss of part or all of the deployed assets; (b) liquidity locks, under which withdrawals may be delayed for more than a week; (c) smart contract exploits, which may cause total loss of funds; (d) governance or counterparty defaults; (e) oracle pricing errors, which may lead to partial or full loss of value; (f) counterparty defaults arising from off-chain credit exposures or structured product failures that may reduce the underlying value of the deployed assets; (g) exploits or vulnerabilities in SuperEarn core contracts, which may cause direct user fund losses; (h) bridge incidents caused by inconsistencies, errors, or losses within cross-chain systems, which may delay or reduce cross-chain withdrawal settlements; (i) messaging failures within the cross-chain communication layers, including delayed, duplicated, or replayed messages between vaults, which may result in reconciliation or accounting errors; (j) administrative key or multisig compromise, where unauthorized access to governance, timelock, or multisig keys enables the alteration of configurations; (k) frontend or API compromises, including phishing, DNS hijacking, or API tampering, which may cause users to interact with fraudulent or modified contract addresses; (l) stablecoin de-peg events in which underlying stablecoins, including USDT, lose parity with the U.S. dollar, leading to partial or total impairment of asset value; and (m) token-layer accounting or pricing errors in SuperEarn’s yield-bearing tokens, such as EarnUSDT, which may display incorrect exchange rates, accrued yields, or total asset values due to calculation inaccuracies, rounding discrepancies, or synchronization delays. Vault users expressly agree and acknowledge that any losses, liquidations, or withdrawals will be made solely in accordance with the relevant terms of the underlying services or DeFi strategies on which the vaults are built, all of which operate independently of us. Users assume full responsibility and liability for ensuring the timely monitoring and management of their assets, and agree to indemnify and hold the Indemnified Parties harmless from and against any and all claims, losses, liabilities, damages, costs, or expenses arising out of or in connection with their selection, access to, or use of any vault.  Users explicitly acknowledge and agree that any issues, losses, damages, or disputes arising in connection with any third-party service features, including without limitation any DeFi protocols or vaults, shall be resolved solely between the Users and the relevant third-party service providers and we shall have no responsibility or liability whatsoever in connection therewith. For the avoidance of doubt, we shall have no obligation to intervene in, mediate, or otherwise become involved in any such disputes. All information made available on the Service including, without limitation, any DeFi services, such as yield estimation, is provided for informational purposes only, and we make no representations or warranties of any kind as to their accuracy, reliability, or performance. Any Service Fees paid to us cannot be reclaimed. We have no contractual obligation to you, any vault user, or any other third party arising from providing vault services, unless expressly provided for in these Terms. While we use commercially reasonable efforts to select vault markets that we believe may optimize vault performance, we do not guarantee the accuracy, completeness or reliability of our modeling and Services, and in no event does our modeling or Services reliably provide expected performance or yield. Further, our Services do not provide assurance, warranty, or guarantees of performance or protection against any risk of loss. You must make your own risk–reward assessment and decisions based on your own market perspectives. Finally, you explicitly agree that you bear full responsibility for lawful possession, custody, and security of your digital assets when you transact with the vaults through our Services. We may provide parameters and open vault markets available through the Services — the rest is up to you.

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9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE, OR ANY OF THE INDEMNIFIED PARTIES, BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES; (B) MISUSE OF THE SERVICES (INCLUDING UNAUTHORIZED ACCESS OF THE SERVICES); (C) ANY USER CONDUCT ON THE SERVICES; OR (D) TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES. IN ADDITION TO THE FOREGOING, NO INDEMNIFIED PARTY SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY: (I) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUCTED SMART CONTRACTS OR OTHER TRANSACTIONS; (II) SERVER FAILURE OR DATA LOSS; (III) THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR CRYPTOASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, 51% ATTACKS, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES; (IV) ANY CHANGE IN VALUE OF ANY CRYPTOASSET; (V) ANY CHANGE IN LAW, REGULATION, OR POLICY; (VI) EVENTS OF FORCE MAJEURE; OR (VII) ACTS OR OMISSIONS OF ANY THIRD PARTY.  THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT THE INDEMNIFIED PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE. IN NO EVENT WILL THE INDEMNIFIED PARTIES’ CUMULATIVE LIABILITY TO YOU OR ANY OTHER USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY EXCEED US $100. UNDER NO CIRCUMSTANCES SHALL ANY INDEMNIFIED PARTY BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE ACCRUAL OF THE CLAIM AND THE AWARD OF DAMAGES. Some jurisdictions do not allow the exclusion or limitation of certain warranties and liabilities provided in this section; in such cases, to the extent applicable law does not permit us to disclaim certain warranties or limit certain liabilities, the extent of our liability and the scope of any such warranties will be as permitted under applicable law. We and the Services are not registered or licensed by, do not report to, and are not under the active supervision of any government agency or financial regulatory authority or organization. Similarly, the technology, systems, blockchains, tokens, and persons relevant to information published on the Services may not be registered with or under the supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. We are not registered as brokers, dealers, advisors, transfer agents or other intermediaries under any applicable laws or regulatory regimes. Blockchain technologies and digital assets are subject to legal and regulatory uncertainties, and could be adversely impacted by one or more regulatory or legal inquiries, actions, suits, investigations, claims, fines, or judgments, which could impede or limit the ability of User to continue the use and enjoyment of such assets and technologies.

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10. Indemnification

You agree to indemnify, defend, and hold harmless the Indemnified Parties from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:  (a) your breach or alleged breach of these Terms;  (b) any, contents, data, or materials, including, without limitation Feedback, you contribute to the Services;  (c) your use and misuse of the Services, or any smart contract and/or script related thereto;  (d) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities;  (e) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right;  (f) your use of a third-party product, service, and/or website; and/or (g) any misrepresentation made by you.  We reserve the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to fully cooperate with our defense of any claim. You shall not in any event settle any claim without our prior written consent. Our agreements or arrangements with DeFi service providers include indemnification clauses clarifying that we are not the end user of such products and bears no liability for users’ or third parties’ use of those services, except in cases of willful misconduct or gross negligence of us. Accordingly, when you use or access our Services, you acknowledge and agree that you are the end user of the underlying DeFi services provided through our Services, and you expressly agree to indemnify, defend, and hold harmless the Indemnified Parties from and against any and all losses, damages, liabilities, costs, and claims arising out of or in connection with your use of such underlying DeFi services, including any claims, demands, or actions brought by such DeFi service providers, wallet providers, or other users.

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11. Waiver of injunctive or other equitable relief

To the maximum extent permitted by law, you agree that you shall not seek, and will not be permitted to obtain an injunction or other equitable relief of any kind, such as any court or other action that may interfere with or prevent the development or exploitation of the Services, Website, Interface or any other application, content, submission, product, service, or intellectual property owned, licensed, used or controlled by us.

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12. Termination; Cancellation

These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by ceasing all access to the Services. If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we reserve the right to terminate these Terms, your access and use of the Services and deny you access to the Services. We further reserve the right to restrict, suspend, discontinue or terminate your access to the Services or to stop providing you with all or a part of the Services at any time and for no reason, including if we reasonably believe in our sole discretion that: (a) your use of the Services exposes us to risk or liability; (b) you are using the Services for unlawful or unauthorized purposes; (c) you have, or are reasonably suspected to have, breached these Terms; or (d) it is not commercially viable or practical to continue providing you with our Services. All of these are in addition to any other rights and remedies that may be available to us, whether in equity or at law, all of which we expressly reserve. 

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13. Modifications to the Services and Terms

We reserve the right, in our sole discretion, to modify, update, or discontinue, in whole or in part, either temporarily or permanently, any portion of the Interface, any Services, any vaults made available through the Services, and/or any related policies, FAQs, or guidelines, at any time and without liability. We shall not be responsible or liable for any such modification, suspension, or discontinuance of the Interface, the Services, or any features made available through them. While we are under no obligation to do so, we will use commercially reasonable efforts to provide prior notice of any material changes. As a general principle, we will provide at least seven (7) days’ prior notice before any changes to these Terms take effect, and at least thirty (30) days’ prior notice in the case of material changes. If providing advance notice is not reasonably practicable, notice will be given as soon as possible by posting the revised Terms on the Service.  For the avoidance of doubt, posting the revised Terms on the Interface shall be deemed to constitute valid and sufficient notice of such changes. If we change or modify these Terms, we will revise the “last updated” date located at the top of these Terms, which you may refer to in order to confirm the current version. If you continue to participate in the Interface in any way after a change to these Terms, you will be deemed to have read, understood, and unconditionally consented and agreed to such changes. You should review these Terms and applicable policies and guidelines frequently to understand the terms and conditions that apply to your use of the Interface. If you do not agree to these Terms or revised Terms, you must cease using the Services immediately.

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14. Severability

If any provision of the Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

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15. Assignment

These Terms may be assigned without your prior consent, including to our successors in the interest of any business associated with the Services provided by us. You may not assign or transfer any rights or obligations under these Terms without our prior written consent.

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16. Entire Agreement

These Terms and any policies or operating rules posted by us on the Services (including the Privacy Policy) constitute the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including any prior versions of these Terms). Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

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17. Governing Law

These Terms and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the British Virgin Islands. 

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18. Miscellaneous

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.

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19. Contact Us

You may contact us with questions about your use of the Services at legal@superearn.io.