PLEASE TAKE NOTICE: THESE TERMS AND YOUR USE OF SERVICES ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 15 BELOW. PLEASE READ THESE TERMS CAREFULLY.
1. ACCEPTANCE OF THE TERMS OF SERVICE.
These terms of service, together with any documents they expressly incorporate by reference (collectively, these "Terms"), are entered into by and between you, both in your individual capacity and as an agent, agency or representative of any individuals or entities for which you act ("you" or "user") and Suku Labs, Inc., a Delaware corporation ("SUKULABS", "we" "SukuPay", or "us"), and govern your access to and use of our services, including our platform, SukuPay, (including its website, application, SMS communications and related features) (collectively, the "Services"), and any information, text, links, graphics, photos, audio, videos, tokens, or other materials or arrangements of materials, content, or media uploaded, downloaded or appearing on or through the Services.
Please read the Terms carefully before you start to use the Services. BY CLICKING ON THE "ACCEPT" LINK, CHECKING THE ACCEPTANCE BOX, OR USING THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND OUR PRIVACY POLICY FOUND AT https://sukupay.io/legals (OUR "PRIVACY POLICY"), INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms or the Privacy Policy, you must not access or use the Services.
The Services are offered and available to individual users who are 18 years of age or older, reside in the United States or any of its territories or possessions or a legal entity located in and authorized to transact business in the United States or any of its territories or possessions. You represent to us that you are lawfully able to enter into contracts. If you are entering into these Terms for an entity, such as the company you work for or are an agent or agency for, you represent to us that you have legal authority to bind that entity too. By using the Services, you represent and warrant that you are of legal age to form a binding contract with SUKULABS and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.
In addition, you represent to us that you and your financial institutions, or any party that owns or controls you (if you are an entity) or for which you are an agent, agency or representative, and their financial institutions, are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (i.e., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. Department of Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States. You agree to cease using the Services and notify SUKULABS in the event such status changes.
2. SERVICES.
You understand and agree that the Services are subject to change, which we may revise and update from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Services thereafter.
The SUKULABS terms of use and privacy policy can be found at terms of service and privacy policy.
The Services include an online platform to facilitate national and international transfers of funds between phone numbers and non-custodial decentralized digital wallets or your designated bank account. Part of the Services comprise an application, which connects users seeking to send and receive national and international transfers of funds.
YOU ACKNOWLEDGE AND UNDERSTAND THAT WE MAKE NO ASSURANCES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING THE SALE, TRANSFER, OR ACQUISITION, OF DIGITAL ASSETS THROUGH USE OF THE SERVICES. INCLUDING, BUT NOT LIMITED TO, RISKS OF TRANSACTION FAILURE, DESCRIPTION OF DIGITAL ASSETS, THE USE OR REDEMPTION OF DIGITAL ASSETS SUCH AS DIGITAL COUPONS, LEGAL COMPLIANCE OF DIGITAL ASSETS, GOVERNMENTAL AND REGULATORY COMPLIANCE, OR LOSS.
YOU ASSUME ALL SUCH RISKS AND AGREE THAT SUKULABS IS NOT RESPONSIBLE FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF DIGITAL ASSETS OR BLOCKCHAIN TECHNOLOGY. FURTHER, YOU ALSO ACKNOWLEDGE AND UNDERSTAND THAT WE HAVE NO CONTROL OVER THE ONLINE AND OFFLINE CONDUCT OF USERS AND THIRD PARTIES PARTICIPATING IN THE SALE OF DIGITAL ASSETS AND WE DISCLAIM ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
2.1 USER REGISTRATION.
In order to access or use some features of our Services, you may have to become a registered user. If you are under the age of eighteen (18), then you are not permitted to register as a user or otherwise provide us any personal information. If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you may create a username and password (an "Account"). You are solely responsible for safeguarding and maintaining the confidentiality of your Account. You are solely responsible for the activity that occurs under your Account, whether or not you have authorized the activity. You agree to contact us by clicking the "Contact Us" link on our Website immediately if you become aware of any breach of security or unauthorized use of your Account.
2.2 THIRD-PARTY ACCOUNTS AND SERVICES.
As part of the functionality of the Services, you may be allowed to link or be required to link or tie your account with online accounts you have with third-party service providers including but not limited to Zigi, MoonPay, Twilio, Privy, Alchemy, Kira, Coinbase and X (formerly Twitter) and other online service providers for important functionality (each provider, a "Third-Party Service Provider", and collectively, "Third Party Service Providers"), like the ability to use third party login credentials and authorization of API's to access your wallet and to buy, sell, transfer, and display digital assets (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the Third-Party Service Provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the Third-Party Service Provider, then Content may no longer be available on and through the Services and you may not be able to login to or get access to the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We are not responsible for reviewing any Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You further understand that linking a Third-Party Account involves risks, including the potential for unauthorized access to your Third-Party Account and the data contained therein, and you agree that SUKULABS is not responsible for any losses you incur as a result of such risks.
2.3 SUKUPAY.
As part of the functionality of the Services, a user may be able to send monetary value in the form of digital assets to other users through non-custodial digital wallets affiliated with each user's mobile phone number. SukuPay implements the ERC4337 standard which uses account abstraction to allow user assets to be held by smart contracts rather than being controlled by externally-owned accounts. Using this method SukuPay can create a non-custodial wallet address for any phone number prior to onboarding a user. Text and data rates are governed by your agreement with your telecommunications provider, and such rates will apply to transmissions through SukuPay. Recipients of your transfer will not be able to receive your transmission unless they access the link sent to their mobile phone, confirm their ownership of their phone number and agree to these terms and conditions. By using SukuPay, you also agree to the Terms of Service and privacy policy of any Third-Party Service Providers, including but not limited to our SMS provider, Twilio (twilio.com/en-us/legal/tos) (twilio.com/en-us/legal/privacy), our wallet creator, Privy (privy.com/terms-and-conditions), Zigi, MoonPay, Kira, Coinbase, and our infrastructure provider, Alchemy (www.alchemy.com).
YOU ARE RESPONSIBLE FOR MAINTAINING CUSTODY OF YOUR PHONE AND VERIFYING THE PHONE NUMBER OF YOUR INTENDED RECIPIENTS. PAYMENTS SENT TO WRONG NUMBERS CANNOT BE RECOVERED OR REFUNDED. PAYMENTS MAY ONLY BE SENT TO NUMBERS LOCATED IN PARTICIPATING COUNTRIES, AND NO PAYMENTS MAY BE SENT TO COUNTRIES OR INDIVIDUALS LISTED AS SPECIALLY DESIGNATED NATIONALS ON THE U.S. DEPARTMENT OF THE TREASURY OFFICE OF FOREIGN ASSET CONTROL SANCTIONS LIST AND OTHER SANCTIONS LISTS ADMINISTERED BY OFAC AND FOUND AT THIS LINK: https://ofac.treasury.gov/.
YOU ARE RESPONSIBLE FOR THE SECURITY OF YOUR PHONE AND THE ACCOUNT ABSTRACTION WALLET EMBEDDED IN YOUR PHONE. The security of SukuPay's account abstraction wallet is based on a 2 of 3 multi-sig wallet, powered by privy.io. Privy does not act as a custodian of its wallets and does not have authority to sign transactions for its wallets. The user/signer's private key stays on the user's device within its security enclave. A second share is managed by the wallet creator, Privy, and is only released if the user provides a valid login or code verification. The third share is also only available to the end user, is encrypted and stored in the cloud and may be accessed only for wallet recovery scenarios.
3. CHANGES TO THE TERMS.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Services.
Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the changes, you must stop using the Services.
4. CHANGES TO THE SERVICES.
We may change, discontinue, or remove functionality of any or all of the Services from time to time without any legal or monetary liability to you. We will use commercially reasonable efforts to communicate to you any discontinuation of any Service through the Site or public communication channels and we may use commercially reasonable efforts to continue supporting the Service after the discontinuation, except if doing so (a) would pose an information security or intellectual property issue, (b) is economically or technically burdensome, or (c) would create undue risk of us violating the law or breaching agreements such as those with online service providers.
5. FEES AND PAYMENT.
Fees applicable to the Services or any component of the Services, if any, shall be set forth in agreement you may have with our authorized resellers or at https://sukupay.io/, the SukuPay mobile application, or as otherwise directed at the time you access the Service. We reserve the right to change or modify fees upon notice to you and to charge for additional fees and costs as they accrue. We reserve the right to withhold Services for failure of payment or for any other reason as permitted under these Terms.
a. Blockchain Transaction Fees
There may be transaction fees associated with your virtual currency and transactions that are required by the virtual currency system or blockchain network with which you engage. You must ensure that you have an adequate balance in your wallet and/or "gas" to complete transactions before initiating a transaction. You acknowledge and agree that we will not be liable for any failed transactions or losses you incur due to incorrectly set transaction fees (i.e. too low or too high) or due to insufficient funds or gas associated with your wallet address.
b. Digital Asset Transactions
In order for all proposed digital asset transactions to be completed, they must be confirmed and recorded in the digital asset's associated public blockchain. Such networks are decentralized, peer-to-peer networks supported by independent third parties, which we do not own, control, or operate. We have no control over the blockchain networks and, therefore, cannot and do not ensure that any transaction details that you submit via our Services will be confirmed and processed. By using our Services, you acknowledge and agree that: (i) we do not have the ability to cancel or otherwise modify your transaction; (ii) the transaction details you submit may not be completed, or may be substantially delayed, by the applicable blockchain networks; (iii) we do not store, send, or receive digital assets; and (iv) any transfer that occurs in relation to any digital asset occurs on the relevant blockchain network and not on a network owned by us and therefore we do not guarantee the transfer of title or right in any digital asset or the legal compliance of the same and have no legal or monetary liability to you for all the above.
c. Accuracy of Information Provided by User
You represent and warrant that any information you provide via the Services is accurate, lawful, and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any digital asset transaction initiated via the Services. We strongly encourage you to review your transaction details carefully before attempting to transfer a digital asset.
d. Taxes
It is your responsibility to determine what, if any, taxes apply to any use of our Services or to the transactions that you have submitted transaction details for via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether taxes apply to your transactions or for collecting, reporting, withholding, or remitting any taxes arising from any digital asset-related transactions. We of course reserve the right to cooperate with tax regulators.
6. INTELLECTUAL PROPERTY.
The Services, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, functionality, methods, look and feel, and arrangement thereof), are owned by SUKULABS, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following: (a) access and use the Services solely in accordance with these Terms; and (b) copy and use our content solely in connection with your permitted use of the Services. Except as provided in this Section, you obtain no rights under these Terms from us, our affiliates, or our licensors to the Services, including any related intellectual property rights. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Services, except as follows: (i) your mobile device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your mobile device; (iii) if you download our mobile application, you may download a single copy to your mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such application; or (iv) if we provide social media features with respect to our Services, you may take such actions as are enabled by such features.
You represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize SUKULABS to use globally and perpetually any and all artwork, digital media, and any other content you provide in connection with the Service such as content and promotional materials pursuant to these Terms ("User Content"), including, but not limited to any and all intellectual property, copyright, trademark, and privacy rights related to such User Content.
7. LIMITATION OF LIABILITY.
IN NO EVENT WILL SUKULABS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATING IN, OR INVITING THIRD PARTIES TO PARTICIPATE IN, ANY PHYSICAL ACTIVITIES OR EVENTS RELATING TO THE SERVICES, YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT RELATING TO THE SERVICES OR INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SUKULABS OR ITS SUBSIDIARIES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY SUKULABS FOR ITS SERVICE TO YOU DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. COPYRIGHT INFRINGEMENT.
If you believe that any User Content violates your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices is: Copyright Agent c/o Suku Labs, Inc. 3250 NE 1st Ave Unit 305 Miami, FL 33137 labs@suku.world
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is the policy of SUKULABS to terminate the Accounts of repeat infringers.
9. DISCLAIMER OF WARRANTIES AND GUARANTEES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUKULABS DISCLAIMS ALL WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. SUKULABS DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. SUKULABS MAKES NO WARRANTIES OR GUARANTEES AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES. USER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, OR GUARANTEE MADE BY SUKULABS, EXCEPT AS EXPRESSLY SET FORTH HEREIN. Nothing in these Terms shall affect any warranties which cannot be excluded or limited under applicable law.
10. TERM AND TERMINATION.
This Agreement shall commence on the date first written above and continue until terminated by either party for material breach or by SUKULABS for any reason or no reason. Upon termination, SUKULABS shall have no further obligation to provide the Services, but may retain and continue to use any User Content for the purpose of providing the Services, for example to other users, and for promoting and marketing the Services and for legal and regulatory compliance and security of Services.
11. CONFIDENTIALITY.
Both parties agree to keep any confidential information, defined as any non-public information that relates to the actual or anticipated business and/or products, research or development of the disclosing party, or to the disclosing party's business or financial affairs, they receive from the other party confidential and to use such information only for the purpose of performing their obligations under these Terms.
12. LIMITATION OF LIABILITY.
SUKULABS' total liability for any claim arising under or relating to these Terms shall be limited to the amount of fees paid by User to SUKULABS during the twelve (12) months immediately preceding the event giving rise to the claim. SUKULABS shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits or revenue, even if SUKULABS has been advised of the possibility of such damages.
13. INDEMNIFICATION.
User shall pay the costs of defense, indemnify, and hold harmless SUKULABS, its affiliates, and their respective owners, officers, directors, employees, agents and subsidiaries from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) User's breach of these Terms or representations or warranties, (ii) the infringement, misappropriation, or violation of any intellectual property rights, data protection rights, or other rights of any third party; (iii) any third-party claim arising from or related to the User Content or breach of contract; and (iv) any legal or regulatory violation arising out of User's use of the Services including for example, securities law violations, FTC violations, deceptive business practices, consumer protection violations, and/or violations of any other law or regulation.
14. KNOW YOUR CUSTOMER (KYC) AND ANTI-MONEY LAUNDERING (AML) COMPLIANCE OBLIGATIONS.
a. KYC and AML Compliance: The User acknowledges and agrees that their use of the Services and receipt of any payments may be subject to successful completion of Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures and payment of additional fees for the same. If the User's use of the Services and receipt of any payments are subject to successful completion of KYC and AML procedures and payment of additional fees, any Third-Party Service Provider, including but not limited to those Third-Party Service Providers named in these Terms or our Privacy Policy, are solely responsible for compliance with and completion of KYC and AML procedures. For the avoidance of doubt, SUKULABS is not responsible for the Users successful completion of KYC and AML procedures. The User acknowledges and agrees that any Third-Party Service Provider reserves the right to perform KYC and AML activities in accordance with applicable laws, regulations, and any Third-Party Service Provider's internal compliance policies.
b. User Cooperation: The User shall, upon request by any Third-Party Service Provider, provide all necessary information, documentation, and any other materials reasonably required by the Third-Party Service Provider to complete its KYC and AML procedures. The User shall promptly respond to any inquiries or requests by any Third-Party Service Provider for additional information, clarification, or verification in connection with the KYC and AML procedures.
c. Condition Precedent: The User's cooperation in any Third-Party Service Provider's KYC and AML procedures shall be a condition precedent to the User's receipt of any payments under these Terms, including, but not limited to royalties, or any other amounts payable to the User. SUKULABS and any Third-Party Service Provider reserves the right to withhold, delay, or refuse any payments to the User if the User fails to satisfactorily complete any applicable KYC and AML procedures, or if SUKULABS and any Third-Party Service Provider determines, in its sole discretion, that the User's activities are in violation of applicable laws, regulations, or any Third-Party Service Provider's internal compliance policies.
d. Suspension and Termination: SUKULABS may suspend or terminate the User's access to the Services provided thereunder, or withhold any payments due to the User, if the User fails to cooperate with any Third-Party Service Provider's KYC and AML procedures or if SUKULABS and any Third-Party Service Provider has reasonable grounds to suspect that the User is engaged in, or associated with, any unlawful activities, including, but not limited to, money laundering, terrorist financing, or other financial crimes. SUKULABS and any Third-Party Service Provider shall have the right to take any further actions it deems necessary or appropriate to protect its interests and comply with applicable laws and regulations.
15. GOVERNING LAW, ARBITRATION & WAIVER OF CLASS ACTION.
a. Governing Law and Arbitration. All matters relating to these Terms and the Services shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction. Any legal suit, action or proceeding arising out of, or related to, these Terms, the Services or the relationship of the Parties shall be brought exclusively in California, in each case located in the County of Santa Clara. Any claim, dispute, or controversy arising out of, or related to, these Terms, the Services or the relationship of the Parties, to the fullest extent permitted by applicable law, shall be resolved exclusively and finally by binding arbitration administered by JAMS before a retired judge in San Jose, California under the applicable JAMS arbitration rules and will be administered by the before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration is subject to the federal arbitration act, 9 U.S.C. Sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between the Parties. EACH PARTY ACKNOWLEDGES THAT SUCH PARTY IS GIVING UP RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit either from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve rights in and to intellectual property or confidential information or to compel arbitration.
b. Judgment on the award may be entered in any court having jurisdiction. The arbitration clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties agree to keep the arbitration proceedings confidential and not to disclose any information about the proceedings to any third party except as required by law or by any regulatory authority.
c. Class Action Waiver. IN ANY DISPUTE, NEITHER USER NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. USER ACKNOWLEDGES THAT USER IS GIVING UP USER'S RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S).
16. ADDITIONAL TERMS.
Additional terms and conditions ("Additional Terms") may apply to specific portions, services or features of the Services provided by the Company or third parties, including any consumer offers, coupons, contests, or sweepstakes made available through the Services, either alone or in conjunction with the functionality provided by Company. The use of such services or features shall be governed by the Additional Terms associated with them, and all such Additional Terms are hereby incorporated by this reference into these Terms.
17. ENTIRE AGREEMENT & SEVERABILITY.
These Terms, the Privacy Policy and any Additional Terms constitute the sole and entire agreement between User and Company with respect to its subject matter and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
18. CALIFORNIA RESIDENTS.
If User is a California resident, in accordance with Cal. Civ. Code § 1789.3, User may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
19. EXPORT LAWS.
User agrees that User will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Service, User represents and warrants that User is not located in any such country or on any such list. User is responsible for and hereby agrees to comply at User's sole expense with all applicable United States export laws and regulations.
20. SURVIVAL.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Company or User. Termination will not limit any of Company's other rights or remedies at law or in equity.
21. FORCE MAJEURE.
We shall not be held liable for any delays, failure in performance, or interruptions of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to: any delay or failure due to any acts of God, acts of civil or military authorities, acts of terrorism, civil or industrial disturbances, blockages, embargoes, war, strikes or other labor disputes, fire, earthquakes, storms or other nature-related events, interruption in electrical telecommunications or Internet services or network provider services, failure of hardware equipment and/or software or other utility failures, smart contract bugs or weaknesses, technological changes, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol, other catastrophe, or any other occurrences which are beyond our reasonable control, these events shall not affect the validity and enforceability of any remaining provisions. If we are unable to perform our Services outlined in the Terms due to factors beyond our control, including, but not limited to, the aforementioned force majeure events or changes in applicable laws and/or sanctions policies, we shall not be liable for the Services provided under these Terms during the time period coincident with the event in question.
22. YOUR COMMENTS AND CONCERNS.
The Services are operated by Suku Labs, Inc. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: labs@suku.world