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CLAIM APP TERMS OF USE

IMPORTANT NOTICE: THESE CLAIM APP TERMS OF USE CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, INDEMNITIES AND DISPUTE RESOLUTION MECHANISMS.

BY ACCESSING OR USING THE CLAIM SITE, YOU AGREE TO BE BOUND BY THESE CLAIM APP TERMS OF USE. IF YOU DO NOT AGREE, YOU MUST NOT USE OR ACCESS THE CLAIM SITE.

INTRODUCTION

These Terms of Use ("Claim App Terms") govern the relationship between you ("User," "you," or "your") and SUP Corp (BVI) ("Company," "we," "us," or "our"), a company incorporated under the laws of the British Virgin Islands.

These Claim App Terms apply to your access to and use of the claim app site made available at https://claim.superfluid.org/ ("Claim Site"), through which eligible Users may claim certain blockchain-based tokens called known as SUP Tokens ("Tokens") which are distributed as part of a claim program or programs (the "Claim Program").

Eligibility and Acceptance of CLAIM APP Terms

Your use of the Claim App Site constitutes your acceptance of and agreement to be legally bound by these Claim App Terms. If you do not agree to these Claim App Terms, you must immediately cease using the Claim Site and refrain from claiming any Tokens.

When you accept these Claim App Terms, and by accessing, browsing, or using the Claim Site, you represent and warrant that:

  1. you have read, understood, and agreed to these Claim App Terms in their entirety;
  2. if you are an individual, that you are at least 18 years old and have capacity to form a binding contract under applicable laws;
  3. if you are a corporation, legal entity or other organization, that you have full power, authority and validly existing under the applicable laws to enter into these Claim App Terms;
  4. you are not a U.S. Person (as defined by the United States code and regulations promulgated by the United States Securities and Exchange Commission), and you will not distribute any Tokens you receive through your participation in any Claim Program to U.S. Persons;
  5. you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or excluded or denied persons, including but not limited to the lists maintained by:
    • the United States' Department of Treasury's Office of Foreign Assets Control ("OFAC");
    • the United Kingdom's Office of Financial Sanctions Implementation ("OFSI");
    • the United Nations Security Council;
    • the European Union or its Member States; or
    • any other government authority (a "Prohibited Person");
  6. you will not use the Claim Site or participate in any Claim Program on behalf of any U.S. Person or Prohibited Person;
  7. you have not been previously suspended or removed from accessing the Claim Site or any other associated site or service; and
  8. your access and use of the Claim Site, and your acceptance of any Tokens, do not violate any applicable law or regulation in your jurisdiction or in any other relevant jurisdiction.

User Representations and Obligations

By participating in any Claim Program, or by claiming Tokens, you further agree, represent, warrant, and covenant that:

  1. the number of Tokens allocated to each participant will be determined by the Superfluid decentralised autonomous organisation for the Superfluid Protocol ("Superfluid DAO") and /or the Company, in its and/or their sole discretion, and such allocation may vary among participants. Tokens may be made available for claims after an initial period in which participants can check eligibility for, but not claim, Tokens;
  2. the Tokens allocated to a participant ("Relevant Participant") pursuant to the Claim Program are to be held in a dedicated reserve which is a smart contract wallet controlled by the Superfluid DAO allocated to the Relevant Participant ("User Reserve Wallet"). The Relevant Participant's Tokens will be held in, and Token transfers will be restricted from, their User Reserve Wallet until after the Superfluid DAO and/or the Company authorise the transfer of those Tokens;
  3. the Tokens allocated to a Relevant Participant may be streamed to their User Reserve Wallet over varying time periods and frequencies. As an example, if a Relevant Participant is allocated 1000 Tokens, 100 Tokens may be streamed to the Relevant Participant each week – meaning that their full allocation will be streamed to their User Reserve Wallet at 10 weeks;
  4. you are responsible for making your own decision in respect of your participation in any Claim Program and any claim for, or receipt of, Tokens. Your participation in any Claim Program is solely at your own risk and you assume all risks related thereto (including without limitation the risks set out in these Claim App Terms). It is your sole responsibility to seek appropriate professional, legal, tax, and other advice in respect of any Claim Program and any receipt of Tokens prior to participating in any Claim Program and prior to making any claim for, or receiving, any Tokens;
  5. your participation in any Claim Program and claim of Tokens does not require or involve any form of purchase, payment, or tangible consideration from or to us. You agree and acknowledge that you:
    • lawfully may claim, and ultimately receive, tokens for free via the Claim Program (other than gas fees or applicable taxes, if any, that may be due to third parties);
    • were not promised any Tokens; and
    • took no action in anticipation of, or in reliance on, receiving any Tokens and/or participating in the Claim Program;
  6. the Tokens may not be transferrable to another person or another wallet address;
  7. you are solely responsible for complying with all applicable laws of the jurisdiction in which you reside or in which you are participating in the Claim Program and claiming Tokens;
  8. you are solely responsible for any taxes, duties, or levies that may arise from your receipt, holding, or use of the Tokens;
  9. you are the legal owner of the wallet address that you use to access or participate in any Claim Program and will not transfer control of such address to third parties to circumvent any lock-up period;
  10. you will not use a virtual private network ("VPN") or similar tool to circumvent any geo-blocking and/or other restrictions that we have implemented in connection with any Claim Program. Any such deliberate circumvention, or attempted circumvention, of our controls may permanently disqualify you from participation in any Claim Program, as determined in our sole discretion;
  11. you will provide accurate, complete, and current information as reasonably requested for know your customer ("KYC"), anti-money laundering ("AML"), sanctions checks, or other compliance purposes, and promptly update any such information if it becomes outdated;
  12. you are not entitled to receive any Tokens and/or to participate in any Claim Program based on any documentation, commentary, calculators, metrics, and/or points systems published or otherwise made known by third parties monitoring activities on the Superfluid Protocol (or any of its smart contracts) or providing third-party applications or services relating thereto ("Third-Party Publications and Services"). You have no claim to Tokens based on such Third-Party Publications and Services;
  13. your participation in any Claim Program may require reliance on, or an integration with, third-party products or services (e.g., a wallet or a network or blockchain) that we do not control. In the event that you are unable to access such products, services, or integrations, or if they fail for any reason, and you are unable to participate in the Claim Program or claim Tokens as a result, you will have no recourse or claim against us or subsidiaries and affiliates, service providers, advisors, consultants, officers, and employees and we and our subsidiaries and affiliates, service providers, advisors, consultants, officers, and employees will not bear any responsibility or liability to you;
  14. if you are unable to claim Tokens pursuant to the Claim Program due to technical bugs, smart contract issues, gas fees, wallet incompatibilities, loss of access to a wallet or the keys thereto, or for any other reason, you will have no recourse or claim against us or our subsidiaries and affiliates, service providers, advisors, consultants, officers, and employees and that we and our subsidiaries and affiliates, service providers, advisors, consultants, officers, and employees will not bear any liability; and
  15. you irrevocably and unconditionally release the Company, the Superfluid Foundation, the Superfluid DAO, their affiliates and any multi-sig holders, members, contributors, initiators, developers or other associated persons and any directors, officers, employees, service providers, agents or representatives of any of the foregoing, including but not limited to any entities and/or individuals contributing to the active development of Superfluid Protocol, from any and all loss, liability or damage whatsoever caused to you arising, directly or indirectly, as a result of or in connection or relation to any of the risk factors set forth in these Terms of Use and to your use of Superfluid Protocol.

CLAIM PROGRAM and Token Distribution

  1. The Claim Program is made available at the sole discretion of the Superfluid DAO and/or the Company. Participation is voluntary and may be subject to eligibility criteria determined by the Superfluid DAO and/or the Company.
  2. The Superfluid DAO and/or the Company reserves the right to modify, suspend, or terminate the Claim Program, in whole or in part, at any time without notice or liability.
  3. The number of Tokens, the eligibility criteria, and the conditions under which Tokens are distributed may vary and are determined by the Superfluid DAO and/or the Company in its sole discretion.

WAllet Security

  1. As part of the Claim Program and after the Superfluid DAO and/or the Company authorises the transfer of Tokens held in the User Dedicated Reserve allocated to you, the Superfluid DAO may distribute Tokens to you.
  2. In order to receive Tokens, you may be required to connect a wallet address (a "Wallet") through the Claim Site.
  3. You acknowledge that you are solely responsible for the management of the private keys for, and security of, your Wallet(s). We do not and will not manage, store, collect or otherwise access the private keys for your Wallet(s). We do not have custody or control over the contents of your Wallet(s) and has no ability to retrieve or transfer those contents. We are not and will not be responsible or liable for any claims, damages, losses or liabilities whatsoever resulting from the compromise of your systems or Wallet(s) or arising directly or indirectly from your failure to comply with this provision of the Claim App Terms.

No Investment Advice or Guarantee of Value

  1. In providing Tokens to you, they are provided on a gratuitous basis to foster community engagement and participation in the Superfluid Protocol and ecosystem, or similar objectives. They are not intended as a financial instrument, investment, or security, and nothing in these Claim App Terms or the Claim Site constitutes investment, legal, or tax advice.
  2. The Company makes no representation, warranty, or guarantee that the Tokens will have any monetary value, market price, or liquidity. The Tokens may be or become worthless or may never achieve any tangible or intangible value.
  3. These Claim App Terms are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe to you are those set out expressly in these Claim App Terms.

COMPLIANCE AND VERIFICATION

  1. The Company may, at its sole discretion and at any time, require you to undergo verification procedures (including KYC and AML checks) in order to claim, receive, or use the Tokens.
  2. If you fail to comply with any verification or eligibility requirements, the Company reserves the right to refuse you access to the Claim Site or to withhold or revoke any Tokens.

INTELLECTUAL PROPERTY

  1. All content, trademarks, service marks, trade names, logos, and intellectual property rights on or related to the Claim Site (excluding third-party trademarks and intellectual property) are owned or licensed by the Company or its affiliates.
  2. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Claim Site for the sole purpose of participating in the Claim Program. You may not modify, reproduce, distribute, create derivative works of, publicly display, or otherwise exploit any content, features, or functionality of the Claim Site without the Company's prior written consent.

PROHIBITED ACTIVITIES

The following activities are expressly prohibited when using the Claim Site or participating in any Claim Program:

  1. concealing your identity such as by using a proxy server or by using a post box as an address for the purpose of carrying out illegal, fraudulent, or other prohibited activities;
  2. enabling (including attempting to enable) the spread of viruses, Trojans, malware, worms or other program processes that damage, disrupt, misuse, impair, secretly intercept, destroy or disable (operating) systems, data or information, or granting unauthorised access to systems, data, information or the Claim Site;
  3. using an automatic device or a mechanical or manual method for monitoring or replicating the Claim Site or the services thereon without our prior written permission;
  4. engaging in any activity that seeks to defraud us or any other person or entity, including providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another;
  5. harvesting or collecting email addresses or other contact information of other users from the Claim Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  6. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  7. any use in violation of any valid law such as, but not limited to, regulations for financial services, money laundering, economic sanctions, consumer protection, competition law, protection against discrimination or misleading advertising and, in particular, any violation against copyrights, patents, trademarks, trade secrets and other property rights;
  8. encouraging or enabling any other individual or entity to do any of the foregoing or otherwise violate the Claim App Terms.

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including reporting the violator to law enforcement authorities.

Disclaimers

YOUR USE OF THE CLAIM SITE AND YOUR PARTICIPATION IN ANY CLAIM PROGRAM IS AT YOUR OWN RISK. THE CLAIM SITE, THE CLAIM PROGRAM, AND THE TOKENS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE CLAIM SITE OR ANY ASSOCIATED SERVICES WILL BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY INFORMATION PROVIDED IS ACCURATE, COMPLETE, OR CURRENT.

Limitation of Liability

  1. You acknowledge and agree that you assume all risks in connection with your access and use of the services, the Claim Site and any Claim Program. You waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Claim Site or our services, including your interaction with any Claim Program.
  2. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS PARENT, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR THE SUPERFLUID DAO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, BUSINESS, OR DATA, WHETHER INCURRED DIRECTLY OR INDIRECTLY, RESULTING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE CLAIM SITE OR YOUR RECEIPT, ALLOCATION OR USE OF THE TOKENS. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY PERSON MENTIONED IN LIMITATION OF LIABILITY CLAUSE 2 TO YOU EXCEED ONE HUNDRED UNITED STATES DOLLARS (USD $100). THIS LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE COMPANY AND YOU.
  3. Some jurisdictions do not allow certain warranty disclaimers or limitations on liability. Only disclaimers or limitations that are lawful in the applicable jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, and representatives from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  1. your use or misuse of the Claim Site or Tokens;
  2. your breach of these Claim App Terms;
  3. your violation of any applicable law, rule, or regulation; or
  4. your infringement or violation of the rights of any third party.

Termination

  1. The Company may, at its sole discretion, suspend or terminate your access to the Claim Site or your ability to claim Tokens at any time, with or without cause or notice.
  2. The Claim App Terms may be terminated by us for any reason and upon termination, all licenses and rights granted to you hereunder shall terminate, and you must cease all use of the Claim Site. The Company's disclaimers and limitations of liability, and your indemnification obligations, shall survive any termination of these Claim App Terms.

Governing Law

These Claim App Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the British Virgin Islands, without regard to conflicts of law principles.

Dispute Resolution BY BINDING ARBITRATION

This Dispute Resolution by Binding Arbitration section is referred to in the Claim App Terms as the "Arbitration Agreement."

  1. You agree that any and all disputes or claims that have arisen or may arise between you and us, whether arising out of or relating to the Claim App Terms (including any alleged breach thereof), any Claim Program and any aspect of the relationship or transactions between you and us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. You agree that, by agreeing to the Claim App Terms, we both are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator as stipulated in this Arbitration Agreement, not a judge or jury.

  2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND US AGREE THAT EACH OF YOU AND US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND US AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

  3. Pre-Arbitration Dispute Resolution. We are always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user's satisfaction by emailing support at legal@superfluid.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to us should be sent to legal@superfluid.org ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and us do not resolve the claim within sixty (60) calendar days after the Notice is received, you or us may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or us shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or us is entitled.

  4. Arbitration Process. You and the Company agree that, after the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to any Claim Program, any use or access or lack of access to the Claim Site, and any other interaction with us, even if outside of the Claim Site, will be resolved by final and binding arbitration, including threshold questions of arbitrability of the Claim.

  5. Arbitration Procedures. The arbitration administered will be administered by the London Court of International Arbitration in accordance with the LCIA Rules then in effect ("LCIA Rules"), as modified by this Arbitration Agreement. The Arbitration shall be conducted in English before a sole arbitrator. The arbitrator shall possess expertise in commercial law and, where applicable, technology-related disputes.

  6. Inconsistencies. If there is any inconsistency between any term of the LCIA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.

  7. Location. Unless we both agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the seat of arbitration shall be the British Virgin Islands.

  8. Arbitral decisions. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. The arbitrator must also follow the provisions of the Claim App Terms as a court would.

  9. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the LCIA Rules, unless otherwise provided in this Arbitration Agreement.

  10. Legal Fees. Each party shall bear its own legal fees and costs (including attorneys' fees) unless the arbitrator, at their discretion, determines that such fees and costs should be awarded to the prevailing party.

  11. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

  12. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief", above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the subsection titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Claim App Terms will continue to apply.

  13. Future Changes to Arbitration Agreement. Notwithstanding any provision in the Claim App Terms to the contrary, we agree that if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Claim Site, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted the Claim App Terms (or accepted any subsequent changes to the Claim App Terms).

MISCELLANEOUS

  1. Entire Agreement. These Claim App Terms, together with any additional policies or agreements incorporated by reference, constitute the entire agreement between you and the Company concerning the subject matter hereof, and supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Claim Site or the Tokens.

  2. Severability. If any provision of these Claim App Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall be enforced to the fullest extent permitted by law, and the invalid, illegal, or unenforceable provision shall be deemed modified to the limited extent necessary to render it valid, legal, and enforceable.

  3. No Waiver. No failure or delay by the Company to exercise any right, remedy, or power under these Claim App Terms shall operate as a waiver thereof. A waiver of any right or remedy hereunder shall be effective only if made in writing and signed by a duly authorized representative of the Company.

  4. Modifications to Claim App Terms. The Company reserves the right to modify or update these Claim App Terms at any time by posting the revised Claim App Terms on the Claim Site or by other electronic means. Your continued use of the Claim Site or acceptance of Tokens following any such modifications constitutes your acceptance of the revised Claim App Terms. If you do not agree to the revised Claim App Terms, you must stop using the Claim Site immediately.

Contact

If you have any questions about these Claim App Terms or otherwise need to contact us for any reason, you can reach us at legal@superfluid.org.