Terms of Service

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Terms of Service, unless the context otherwise requires, the following terms shall have the meanings set forth below:

1.2 Interpretation

In these Terms:

• References to "including" or "includes" means "including without limitation" or "includes without limitation";
• Headings are for convenience only and shall not affect the interpretation of these Terms;
• Words in the singular include the plural and vice versa;
• References to any statute or statutory provision include any subordinate legislation made under it and any modification, amendment, or re-enactment thereof;
• References to "writing" or "written" include email and other electronic communications.

1.3 Our Mission

Sentral exists to provide transparent, decentralized, and self-custodial financial services. We believe that financial systems should be fair, open, and auditable—free from the opacity and conflicts of interest that have characterized traditional institutions. Our mission is to empower individuals with full control over their Digital Assets while providing elegant, intuitive tools to interact with blockchain technology.

By making financial information public and verifiable, we align with principles of transparency and user sovereignty. Sentral is not here to hold your funds, act as an intermediary, or profit from hidden fees. We are software providers committed to building a better financial future—one where users, not institutions, are in control.

2. SELF-CUSTODY AND NON-CUSTODIAL MODEL

2.1 Non-Custodial Services

The Services are entirely non-custodial. This means:

• The Company NEVER has access to, custody of, or control over your private keys, seed phrases, or Digital Assets;
• All Digital Assets remain under your sole and exclusive control at all times;
• The Company cannot access, move, freeze, seize, reverse, or recover your Digital Assets under any circumstances;
• You are solely responsible for the security and safekeeping of your Wallet credentials;
• If you lose your private keys or seed phrase, the Company CANNOT help you recover your Digital Assets.

2.2 Your Responsibilities

By using self-custodial Services, you acknowledge and accept that:

• You are the only person with access to your Wallet and Digital Assets;
• You must securely store your private keys and seed phrases;
• The Company has no ability to reset passwords, recover accounts, or reverse transactions;
• Loss of your Wallet credentials will result in permanent and irrecoverable loss of your Digital Assets;
• There is no "forgot password" mechanism, customer support recovery, or insurance for lost funds.

2.3 Company's Role

The Company acts solely as a software provider. We:

• Provide user interface software that allows you to interact with blockchain networks;
• Do NOT hold, store, send, or receive Digital Assets on your behalf;
• Do NOT have any fiduciary, custodial, or agency relationship with you;
• Cannot prevent, reverse, or undo transactions you submit to blockchain networks;
• Have no liability for any loss, theft, or misuse of your Digital Assets or Wallet credentials.

THE COMPANY WILL NEVER ASK FOR YOUR PRIVATE KEYS OR SEED PHRASE. IF ANYONE CLAIMING TO REPRESENT SENTRAL REQUESTS THIS INFORMATION, IT IS A SCAM. DO NOT SHARE YOUR WALLET CREDENTIALS WITH ANYONE.

3. ACCEPTANCE OF TERMS

3.1 By accessing, downloading, installing, or using the Services in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

3.2 If you do not agree to these Terms in their entirety, you must not access or use the Services.

3.3 We reserve the right, at our sole discretion, to modify, update, or replace these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and/or through the App, and by updating the "Last Updated" date at the top of these Terms. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes.

3.4 It is your responsibility to review these Terms periodically for any changes. If you do not agree to the modified Terms, you must discontinue your use of the Services immediately.

4. DESCRIPTION OF SERVICES

4.1 Nature of Services

Sentral is a non-custodial, self-custody software application that provides users with an interface to interact with decentralized protocols, including but not limited to the Hyperliquid Protocol. The Services enable users to:

• Create and manage self-custody Wallets;
• View and track Digital Asset holdings and market data;
• Access decentralized trading protocols and execute peer-to-peer transactions;
• Interact with Smart Contracts deployed on various blockchain networks;
• Access educational materials and market information.

4.2 Non-Custodial Nature

THE COMPANY DOES NOT AT ANY TIME HAVE CUSTODY, POSSESSION, OR CONTROL OF YOUR DIGITAL ASSETS. You alone are responsible for securing your private keys, seed phrases, and other wallet credentials. The Company cannot:

• Access, recover, or reset your private keys or seed phrases;
• Reverse, cancel, or refund any transactions you execute;
• Freeze, seize, or otherwise restrict access to your Digital Assets;
• Provide customer support for issues related to lost or compromised wallet credentials.

4.3 Protocol Interface

The Services function primarily as a non-custodial interface to Third-Party Protocols and permissionless blockchain networks. You understand and expressly agree that:

• The Company does not control, operate, maintain, or have any ownership interest in any blockchain protocol or Third-Party Protocol;
• Third-Party Protocols are permissionless, decentralized networks maintained by independent validators and operators;
• The Company cannot reverse, cancel, modify, or control any blockchain transaction once submitted to the network;
• The Company is not responsible for protocol-level issues, including network downtime, consensus failures, validator misbehavior, or protocol bugs;
• Your interactions with blockchain protocols are direct and permissionless; the Company merely provides software tools to facilitate these interactions;
• The Company does not intermediate, custody, or have access to your transactions or Digital Assets at any time.

4.4 Third-Party Protocol Terms

The Services provide interfaces to various Third-Party Protocols. You understand and agree that:

• Third-Party Protocols are not owned, controlled, or operated by the Company;
• Third-Party Protocols have their own terms of service and privacy policies that govern your use;
• Third-Party Protocols may charge fees for transactions or services, including network fees, trading fees, and gas fees;
• Third-Party Protocols may experience downtime, errors, or security vulnerabilities;
• You are entirely responsible for understanding and accepting the risks of Third-Party Protocols.

THE COMPANY DOES NOT GUARANTEE THE AVAILABILITY, FUNCTIONALITY, OR PERFORMANCE OF ANY THIRD-PARTY PROTOCOL OR BLOCKCHAIN NETWORK. Any transactions you execute are peer-to-peer transactions between you and other users or Smart Contracts. The Company is not a party to such transactions.

4.5 Not a Financial Institution

The Company is not and does not operate as:

• A bank, financial institution, money service business, or payment service provider;
• A broker-dealer, investment adviser, commodity trading adviser, or any other regulated financial entity;
• A digital asset exchange, trading platform, or custodian;
• A financial intermediary or counterparty to any transactions;
• A provider of financial, investment, tax, or legal advice.

The Services are purely software tools that enable you to interact with decentralized protocols using your own self-custody Wallet. You are solely responsible for all decisions regarding the purchase, sale, or trading of Digital Assets.

5. ELIGIBILITY AND ACCOUNT REQUIREMENTS

5.1 Age Requirement

You must be at least eighteen (18) years of age to use the Services. By using the Services, you represent and warrant that you meet this age requirement.

5.2 Legal Capacity

You represent and warrant that:

• You have the legal capacity and authority to enter into these Terms;
• If you are entering into these Terms on behalf of a legal entity, you have the authority to bind that entity to these Terms;
• Your use of the Services complies with all applicable laws and regulations in your jurisdiction.

5.3 Geographic Restrictions

You represent and warrant that:

• You are NOT a resident, national, citizen, or agent of any Prohibited Jurisdiction;
• You are NOT accessing or using the Services from within any Prohibited Jurisdiction;
• You are NOT included on any sanctions list maintained by the United States, United Kingdom, European Union, or United Nations, including but not limited to:
  • U.S. Treasury Department's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List;
  • U.S. Commerce Department's Denied Persons List or Entity List;
  • U.S. Department of State's Debarred List;
  • European Union Consolidated Financial Sanctions List;
  • UK HM Treasury Sanctions List;
  • Any other applicable sanctions or restricted persons lists.

5.4 Prohibited Persons

You are prohibited from using the Services if you:

• Have been previously suspended or removed from the Services;
• Are listed on any government watch list or are subject to any government sanctions or restrictions;
• Are a Politically Exposed Person (PEP) as defined by the Financial Action Task Force (FATF), unless you have received prior written approval from the Company;
• Are an individual or entity barred from receiving U.S. exports or engaging in certain types of transactions under U.S. law.

5.5 Verification Rights

The Company reserves the right, at any time and at its sole discretion, to:

• Request additional information to verify your identity, location, or compliance with these Terms;
• Restrict, suspend, or terminate your access to the Services if you fail to provide requested information or if we determine that you do not meet the eligibility requirements;
• Monitor transactions for suspicious activity, money laundering, terrorist financing, or other illegal activities;
• Report suspicious activities to relevant authorities as required by law.

6. USER RESPONSIBILITIES AND CONDUCT

6.1 Wallet Security

You are solely responsible for:

• Maintaining the confidentiality and security of your private keys, seed phrases, passwords, and other wallet credentials;
• All activities that occur using your Wallet;
• Ensuring that your device and software are secure and free from malware, viruses, or other malicious code;
• Backing up your wallet credentials in a secure manner;
• Not sharing your wallet credentials with any third party.

THE COMPANY WILL NEVER ASK FOR YOUR PRIVATE KEYS OR SEED PHRASE. IF SOMEONE CLAIMING TO REPRESENT THE COMPANY REQUESTS THIS INFORMATION, IT IS A SCAM.

6.2 Compliance with Laws

You agree to comply with all applicable federal, state, local, and international laws, rules, and regulations in connection with your use of the Services, including but not limited to:

• Securities laws and regulations;
• Anti-money laundering (AML) and counter-terrorist financing (CTF) laws;
• Tax laws and reporting requirements;
• Data protection and privacy laws;
• Consumer protection laws;
• Sanctions and export control laws.

6.3 Prohibited Activities

You agree that you will NOT:

• Use the Services for any illegal purpose or in violation of any applicable laws;
• Engage in money laundering, terrorist financing, fraud, market manipulation, or any other illegal financial activity;
• Use the Services to facilitate or conduct transactions involving illegal goods or services;
• Attempt to gain unauthorized access to the Services, other users' Wallets, or any systems or networks;
• Interfere with or disrupt the integrity or performance of the Services;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
• Use any automated means (bots, scrapers, crawlers) to access or collect data from the Services;
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;
• Upload, transmit, or distribute any viruses, malware, or other harmful code;
• Engage in wash trading, spoofing, layering, or other forms of market manipulation;
• Create multiple accounts to circumvent restrictions or evade detection;
• Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks;
• Violate the intellectual property rights of the Company or any third party;
• Engage in front-running, insider trading, or other unfair trading practices;
• Use the Services to conduct transactions with sanctioned individuals or entities.

6.4 Tax Obligations

You are solely responsible for determining what, if any, taxes apply to your Digital Asset transactions, and for collecting, reporting, and remitting the correct amount of tax to the appropriate tax authorities. The Company does not provide tax advice and is not responsible for determining the tax implications of your transactions.

Tax Reporting: You acknowledge that:

• Digital Asset transactions may be taxable events in your jurisdiction;
• You are responsible for maintaining accurate records of all transactions;
• The Company does NOT provide tax forms (such as IRS Form 1099) or tax reporting services;
• Blockchain transaction data is publicly available and may be used by tax authorities;
• Failure to report taxable transactions may result in penalties, interest, or legal consequences.

6.5 Acknowledgment of Risks

You acknowledge and agree that you understand and accept the risks associated with Digital Assets and blockchain technology. These risks include, but are not limited to:

6.5.1 Market and Volatility Risks:

• Digital Assets are highly speculative and subject to extreme price volatility;
• You may lose some or all of your Digital Assets;
• Past performance is not indicative of future results;
• Market manipulation and flash crashes can occur on decentralized exchanges.

6.5.2 Transaction Irreversibility:

• Blockchain transactions are final and irreversible once confirmed;
• Sending Digital Assets to an incorrect address may result in permanent loss;
• The Company cannot reverse, cancel, or recover mistaken transactions;
• There is no customer support mechanism to undo blockchain transactions.

6.5.3 Smart Contract and Protocol Risks:

• Smart Contracts may contain bugs, vulnerabilities, or unintended behaviors;
• Exploits of Smart Contracts could result in loss of funds;
• Third-Party Protocols are operated by independent parties and outside the Company's control;
• Protocol upgrades or changes may affect functionality or asset values.

6.5.4 Network and Infrastructure Risks:

• Blockchain networks may experience congestion, resulting in delayed transactions or higher fees;
• Network downtime or validator issues may prevent transaction processing;
• Forks or chain splits may create uncertainty regarding asset ownership;
• Consensus mechanisms may fail or be compromised;
• Validator misbehavior or network attacks (including 51% attacks) could affect security.

6.5.5 Regulatory and Legal Risks:

• Regulatory frameworks for Digital Assets are uncertain and evolving;
• Future regulations may restrict or prohibit certain activities;
• Digital Assets may be deemed securities, commodities, or currencies in different jurisdictions;
• You may not have the same protections as traditional financial products;
• Tax treatment of Digital Assets is complex and varies by jurisdiction.

6.5.6 Security Risks:

• Loss or theft of your private keys will result in permanent loss of Digital Assets;
• Phishing attacks, malware, and social engineering can compromise your Wallet;
• There is no FDIC insurance or similar protection for Digital Assets;
• The Company cannot recover lost or stolen private keys or Digital Assets.

YOU SHOULD ONLY USE FUNDS THAT YOU CAN AFFORD TO LOSE ENTIRELY. DO NOT INVEST MORE THAN YOU ARE PREPARED TO LOSE.

7. FEES AND CHARGES

7.1 Company Fees

The Company may charge fees for certain Services, including but not limited to service fees, subscription fees, or transaction-based fees. All applicable Company fees will be disclosed to you before you complete a transaction.

7.2 Third-Party Protocol Fees

In addition to any fees charged by the Company, you are responsible for paying all fees associated with Third-Party Protocols and blockchain networks, including but not limited to:

• Network fees (also known as "gas fees") required to process transactions on blockchain networks;
• Trading fees, maker/taker fees, or exchange fees charged by decentralized exchange protocols;
• Protocol-specific fees charged by Third-Party Protocols (for example, Hyperliquid may charge trading fees and network fees for transactions executed through its protocol);
• Bridge fees for transferring assets between different blockchain networks;
• Any other fees imposed by Third-Party Protocols or service providers.

7.3 Fee Variability

You acknowledge and agree that:

• Third-Party Protocol fees are beyond the Company's control and may vary significantly based on network congestion, market conditions, and protocol-specific factors;
• Fees may change at any time without notice;
• The Company does not receive any portion of Third-Party Protocol fees;
• You are solely responsible for reviewing and understanding all applicable fees before executing any transaction.

7.4 Fee Modifications

The Company reserves the right to modify its fee structure at any time. We will provide reasonable notice of fee changes through the Services or via email. Your continued use of the Services following such notice constitutes acceptance of the new fee structure.

7.5 Non-Refundable

All fees paid to the Company and Third-Party Protocols are non-refundable, except as expressly stated otherwise in these Terms or required by applicable law. The Company has no ability to refund fees paid to Third-Party Protocols.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Company Ownership

The Services, including all Content, features, functionality, software, designs, text, graphics, logos, icons, images, audio, video, data compilations, and the "look and feel" of the Services, are owned by the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

8.2 Limited License

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use only.

8.3 Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of the Services;
• Reverse engineer or attempt to extract the source code of the Services;
• Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices;
• Use the Services to create a competing product or service;
• Frame or mirror any part of the Services without our prior written authorization.

8.4 Trademarks

"Sentral," the Sentral logo, and other trademarks, service marks, graphics, and logos used in connection with the Services are trademarks of Integral Systems Inc. Other trademarks, service marks, graphics, and logos may be the trademarks of their respective owners. You may not use any trademark without the prior written permission of the owner.

8.5 Feedback

If you provide feedback, suggestions, or ideas to the Company regarding the Services ("Feedback"), you grant the Company a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and commercialize such Feedback without any obligation to you.

9. DISCLAIMERS AND WARRANTIES

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

9.1 Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES;
• WARRANTIES THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES;
• WARRANTIES REGARDING THE RESULTS OR OUTCOMES OF USING THE SERVICES;
• WARRANTIES REGARDING THIRD-PARTY CONTENT, PROTOCOLS, OR SERVICES.

9.2 No Representations. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES:

• Regarding the value, utility, or future performance of any Digital Assets;
• That the Services will meet your requirements or expectations;
• That access to the Services will be continuous or uninterrupted;
• Regarding the security of your Wallet or Digital Assets;
• Regarding the legality of Digital Assets or transactions in your jurisdiction;
• That information displayed on the Services is accurate, complete, or current;
• Regarding the suitability of Digital Assets for investment or trading purposes.

9.3 No Investment Advice. Nothing in the Services constitutes financial, investment, legal, tax, or other professional advice. You should consult with qualified professionals before making any financial decisions. The Company is not acting as your broker, intermediary, agent, or advisor.

9.4 No Endorsement. The Company does not endorse any Digital Assets, tokens, projects, or third-party protocols accessible through the Services. The availability of any Digital Asset through the Services does not constitute a recommendation, endorsement, or approval by the Company.

9.5 Market Information. Any market data, pricing information, or analytics provided through the Services are for informational purposes only and should not be relied upon for making trading decisions. Such information may be inaccurate, incomplete, or outdated.

9.6 Third-Party Links. The Services may contain links to third-party websites, applications, or services. The Company is not responsible for the content, accuracy, or opinions expressed on such third-party sites, and such links do not constitute an endorsement by the Company.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
• LOSS OF PROFITS, REVENUES, DATA, USE, OR GOODWILL;
• LOSS OR DAMAGE TO DIGITAL ASSETS;
• SERVICE INTERRUPTIONS OR SECURITY BREACHES;
• COST OF SUBSTITUTE SERVICES;
• LOSS OF BUSINESS OPPORTUNITIES;
• PERSONAL INJURY OR PROPERTY DAMAGE;
• UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
• STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES;
• ANY OTHER MATTER RELATING TO THE SERVICES.

10.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED US DOLLARS ($100.00); OR (B) THE AMOUNT OF FEES, IF ANY, PAID BY YOU TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY, AND THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS TO THE COMPANY'S ABILITY TO MAKE THE SERVICES AVAILABLE TO YOU ON AN ECONOMICALLY FEASIBLE BASIS.

10.4 Application Regardless of Cause. THE LIMITATIONS IN THIS SECTION APPLY:

• REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE);
• EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
• EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;
• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10.5 Jurisdiction-Specific Provisions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, the exclusions and limitations in these Terms shall apply to the maximum extent permitted by applicable law.

10.6 No Liability for Third Parties. The Company shall have no liability for any actions, omissions, errors, or failures of third parties, including but not limited to:

• Blockchain networks and their operators;
• Third-party protocols such as Hyperliquid;
• Wallet providers and custodians;
• Payment processors and financial institutions;
• Internet service providers;
• Device manufacturers and operating system providers;
• Other users of the Services.

11. INDEMNIFICATION

11.1 Indemnification Obligation. You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective directors, officers, employees, agents, service providers, and licensors (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees and court costs) that the Indemnified Parties may incur as a result of or arising from:

• Your use or misuse of the Services;
• Your violation of these Terms;
• Your violation of any applicable laws, regulations, or third-party rights;
• Your negligence, fraud, or willful misconduct;
• Any transactions you conduct using the Services;
• Any Content you submit or transmit through the Services;
• Your breach of any representations or warranties in these Terms;
• Any unauthorized access to or use of your Wallet;
• Any disputes between you and other users or third parties.

11.2 Defense Rights. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with the Company's defense of such claims.

11.3 No Settlement Without Consent. You agree not to settle any matter subject to indemnification without the Company's prior written consent.

11.4 Survival. This indemnification obligation shall survive the termination of these Terms and your use of the Services.

12. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

12.1 Agreement to Arbitrate

Except for disputes that qualify for small claims court, YOU AND THE COMPANY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES (COLLECTIVELY, "DISPUTES") WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT.

12.2 Arbitration Rules and Forum

The arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with the JAMS Streamlined Arbitration Rules & Procedures, as modified by these Terms. The JAMS rules are available at www.jamsadr.com. The arbitration will be conducted by a single neutral arbitrator.

12.3 Location and Costs

The arbitration shall be held in Wilmington, Delaware, or at such other location as may be mutually agreed by the parties. The arbitration may be conducted remotely via telephone or videoconference to the extent permitted by the applicable arbitration rules. Each party shall bear its own costs and attorneys' fees, unless the arbitrator awards such costs and fees to the prevailing party.

12.4 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND THE COMPANY 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.

12.5 Jury Trial Waiver

YOU AND THE COMPANY HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTES.

12.6 Opt-Out Right

You have the right to opt out of this arbitration agreement by sending written notice of your decision to opt out to sumfxn@gmail.com within thirty (30) days of first accepting these Terms. Your notice must include your name, address, and a clear statement that you wish to opt out of this arbitration agreement. If you opt out, all other terms of these Terms will continue to apply.

12.7 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek equitable relief (including injunctive relief) in a court of competent jurisdiction to protect its intellectual property rights or prevent unauthorized use of the Services.

12.8 Governing Law

These Terms and any Disputes shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

12.9 Exclusive Venue

To the extent any Dispute is not subject to arbitration, you agree that such Dispute shall be brought exclusively in the state or federal courts located in Wilmington, Delaware, and you hereby consent to the personal jurisdiction and venue of such courts.

13. TERMINATION

13.1 Termination by You. You may stop using the Services at any time. However, certain obligations under these Terms will survive termination.

13.2 Termination by Company. The Company reserves the right, in its sole discretion, to suspend or terminate your access to the Services, with or without notice, for any reason or no reason, including if:

• You violate these Terms;
• We are required to do so by law or legal process;
• We believe your use of the Services may create liability for us or other users;
• We suspect fraudulent, abusive, or illegal activity;
• We decide to discontinue the Services.

13.3 Effect of Termination. Upon termination:

• Your right to use the Services will immediately cease;
• You will no longer be able to access the Services through the App;
• The Company shall have no obligation to maintain or provide you with any data or content;
• You remain responsible for all obligations incurred prior to termination.

13.4 Survival. The following sections shall survive termination of these Terms: Sections 6 (User Responsibilities), 8 (Intellectual Property), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Dispute Resolution), and 14 (General Provisions).

13.5 No Refunds. Termination of your access to the Services will not entitle you to any refund of fees paid, except as expressly required by applicable law.

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or policies published by the Company, constitute the entire agreement between you and the Company regarding the Services and supersede all prior agreements and understandings.

14.2 Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

14.3 Waiver

No waiver of any term or provision of these Terms shall be deemed a further or continuing waiver of such term or provision or any other term or provision.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without the Company's prior written consent. The Company may assign these Terms without restriction. Any attempted assignment in violation of this section shall be void.

14.5 Force Majeure

The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

14.6 Independent Contractors

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and the Company. You have no authority to bind the Company or make commitments on its behalf.

14.7 Third-Party Beneficiaries

These Terms are for the benefit of and enforceable by the Company and you only, and are not intended to confer any rights or benefits upon any third party.

14.8 Notices

All notices to the Company shall be sent to: sumfxn@gmail.com. Notices to you may be provided via email or through the App.

14.9 Language

These Terms are drafted in English. Any translation provided is for convenience only. In the event of any inconsistency between the English version and any translation, the English version shall prevail.

14.10 Electronic Communications

By using the Services, you consent to receiving electronic communications from the Company. These communications may include notices, agreements, and other information concerning the Services. You agree that all communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.