Terms and Conditions
1. INTRODUCTION
1.1. The Services (described below) are provided to you by Suberra Protocol Foundation (together with its affiliates, "Suberra"). 1.2. These terms and conditions ("Terms" or "T&Cs"), as well as any annexes, FAQs and/or product schedules (together "Annex") (if any), will apply to your use of the Services. Please take the time to read and understand these Terms before using these services so that you are aware of your legal rights and obligations. In the event of any inconsistency between these Terms and any Annex, the relevant Terms shall prevail. 1.3. By using the Services and/or completing the sign-up process, you are entering into a binding contract with us and shall be deemed to have expressly read, understood and agreed to be bound by these Terms. 1.4. These Terms incorporate within them as though they were fully restated herein, the provisions of the following terms and policies: (i) our privacy notice as accessible at the following link: https://docs.suberra.com/legal/privacy-policy ("Privacy Notice"); (ii) our cookies policy accessible at the Cookies Consent banner on our Site; (iii) any relevant FAQs on our Site. The provisions of the policies set out in this Clause 1.3A shall also govern your use of the Services.
2. Definitions and Interpretation.
In these Terms: “Accessible Blockchain Networks” means any third party blockchain network; “Accessible Protocol” means any software and/or code including but not limited to smart contracts, wallets, DeFi Protocols, DEX Aggregator Protocols (as defined below) or any other such protocols built on an Accessible Blockchain Network through a service provider; "Affiliate" means a person, entity or company directly or indirectly, controlling, controlled by or under direct or indirect common control with another person, entity or company; "Applicable Law" means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to these Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority; "Annex" shall have the meaning ascribed to the term in Clause 1.2; "Business Day(s)" means any day except any Saturday, Sunday or public holiday which banking institutions are open for normal business activities, in the jurisdiction where the transaction or business activity under these T&Cs is concerned; "Clause" means each numbered provision or section of these T&Cs; “DApp(s)” means third party decentralized applications; “DeFi Protocol(s)” means the decentralized finance projects made accessible through the Services and/or Site; “DEX Aggregator Protocol(s)” means a third party decentralized exchange aggregator platform built on an Accessible Blockchain Network that allows you to stake and swap Supported Digital Assets; "Digital Asset" means the cryptographic tokens, digital currencies, cryptocurrencies, virtual currencies or digital assets of any types not falling within the classification of a financial instrument, payment token or securities under Applicable Laws; "Fees" means all fees imposed by us for the use of the Services, Site and/or relevant third parties; "Force Majeure Event" means an event or failure which is beyond our reasonable control including, without limitation, (i) acts of God, nature (including without limitation, natural disasters, epidemics and pandemics), court or domestic or foreign governmental authorities; (ii) failure or interruption in public or private telecommunication networks, communication channels or information systems; (iii) acts or omissions of acts of a party for whom we are not responsible; (iv) delay, failure or interruption in, or unavailability of, third party services and sites; (v) strikes, lockouts, labour disputes, wars, civil unrest, terrorist acts and riots; (vi) viruses, malwares, other malicious computer codes or the hacking of any part of the Services and/or Site; "Fork" shall have the meaning ascribed to the term in Clause 10. "Forked Network" shall have the meaning ascribed to the term in Clause 10. "include/including" means to include without limitation; "Instructions" means all information, instructions, communications, orders or messages (including those relating to transfers of Digital Assets) referable to you; "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; "Privacy Notice" shall have the meaning ascribed to the term in Clause 1.4; “Recovery Phrase” means the locally encrypted private key randomly generated by a third party non-custodial wallet application, which you may use to import and/or recover your Third Party Digital Asset Wallet. “Relevant Materials” has the meaning given to it in Section 8.2; "Services" refers to the Service Content and all related features, services, content and applications described in Clause 3.1, which Suberra may make available to you on the Site from time to time; “Service Content" means data, information, materials, advertisements, text, audio, video, graphics, software and other content on the Site; "Site" means the website at www.suberra.com/; "Suberra" shall have the meaning ascribed to the term in Clause 1.1; “Supported Digital Assets” means all supported Digital Assets that the Services and/or Site may support through integrations with third party Accessible Protocols; "Taxes" means any taxes, duties or fees that incurred, required to be collected, paid or withheld for any reason in connection with your use of the Services under any Applicable Law; "Terms" or "T&Cs" shall have the meaning ascribed to the term in Clause 1.2; "Third Party Digital Asset Wallet" means a non-custodial wallet digital asset wallet wholly owned and controlled by you, issued by a third party digital asset wallet provider, that allows you to access Digital Assets that you own and control. "Trademarks" shall have the meaning ascribed to the term in Clause 12.1(a); "Unsupported Forked Network" shall have the meaning ascribed to the term in Clause 10.2; "we/us/our" means Suberra "you/your" means the individual who is the user of the Services.
3. THE SERVICES
3.1. The Services shall enable you to do the following: (a) import one or multiple existing Third Party Digital Asset Wallets; (b) make payments to selected addresses through your Third Party Digital Asset Wallets; (c) cancel, terminate or otherwise amend your subscriptions. 3.2. You may also access some services and products which are offered by Affiliates or other third party service providers. Such services and products are governed by their respective T&Cs and not Suberra. 3.3.In respect of the Services, we reserve the right and without liability to you to: (a) update, change, remove, cancel, suspend, disable or restrict access to or discontinue the Services or change any features, component or content thereof; (b) decline, suspend, cancel, reverse, void or partially execute any Instruction. 3.4. We reserve the right to suspend, restrict or terminate your access to any or all of our Services and to deactivate your account, including without limitation: (a) where it is within our capabilities, and where we are required to do so by Applicable Law or any court or other adjudicating authority to which we are subject in any jurisdiction; (b) upon reasonable suspicion that you may be in breach of these Terms or are otherwise trying to circumvent these Terms such as by opening multiple accounts or abusing any of our incentive schemes; (c) upon reasonable suspicion of your participation in money laundering, terrorist financing, fraud or any other financial crime; or (d) where you are subject to pending litigation, investigation or government proceedings.
4. RISKS OF USING DIGITAL ASSETS
4.1. Please note that all transactions involving Digital Assets involve certain risks. In this regard, once submitted to an Accessible Blockchain Network, such a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Accessible Blockchain Network. A transaction is not complete while it is in a pending state. Any Digital Assets transfers, to and from external wallet addresses, that are in a pending state will be designated accordingly, and the relevant Digital Asset will not be included in your Third Party Digital Asset Wallet or be available to conduct transactions. 4.2. The risk of loss in holding Digital Assets can be substantial. You should therefore carefully consider whether holding Digital Assets is suitable for you in light of your financial situation. In considering whether to hold Digital Assets, you should be aware that the price or value of Digital Assets can change rapidly, decrease, and potentially even fall to zero. Past performance is not an indicator of future performance. 4.3. If you use any Services which allow you and/or third parties to access and hold Digital Asset private keys, you acknowledge that we are not responsible for safeguarding such keys and that we are not responsible for any loss of Digital Assets resulting from theft, loss, or mishandling of Digital Asset private keys outside our control. 4.4. We are not responsible for the market of Digital Assets, and we make no representations or warranties concerning the real or perceived value of Digital Assets as denominated in any quoted currency. Although we may provide historical and/or real-time data regarding the price of Digital Assets, such data is for reference only. We make no representations regarding the quality, suitability, veracity, usefulness, accuracy, or completeness of such data. You understand and acknowledge that the value of Digital Assets can be volatile, and you agree that we are not in any way responsible or liable for any losses you may incur by holding or trading Digital Assets, even if the Services were delayed, suspended, or interrupted for any reason. 4.5. We do not provide investment advice and any content on the Site should not be considered as a substitute for tailored investment advice. The contents of the Site should not be used as a basis for making investment decisions and should not be construed as an attempt to market or promote any type of Digital Asset.
5. USING OUR SERVICES
By your use of the Services, you represent and warrant that: 5.1. you are at least the minimum age required in your jurisdiction of residence to have the necessary legal capacity, right, power and authority to accept these Terms; 5.2. you have the full right, power, and authority to agree to these Terms; 5.3. you are not resident or a Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction which Suberra has been notified as being subject to prohibitions or restrictions on accessing or using the Services; 5.4. you are not a resident or Tax resident of, and do not otherwise have any relevant connection with, any jurisdiction in which entry into or performing your obligations under these Terms or the delivery, holding, use or exchange of Digital Assets is unlawful or restricted in any way or requires licensing, registration or approval of any kind; 5.5. you are not located in, under the control of, or a national or resident of (i) any international sanctioned countries, or (ii) any country to which the United States has embargoed goods or services; and (iii) are not identified as a "Specially Designated National" by the Office of Foreign Assets Control of the U.S. Department of the Treasury; 5.6. you are not placed on the U.S. Department of Commerce, Bureau of Industry and Security's Denied Persons List; 5.7. you will not use our Services if any Applicable Laws in your country prohibit you from doing so in accordance with these Terms; 5.8. you are the sole ultimate beneficial owner of your account and not acting on behalf of or representing any other natural person, legal person or legal entity; 5.9. you are the beneficial owner of (or if you are acting as a trustee, the legal owner) of any Digital Asset or fiat currency subject to these Terms and forming the subject matter of the Services; and 5.10. you are compliant with all Applicable Law requirements to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements.
6. SECURITY
6.1. You are solely responsible and liable for keeping your Third Party Digital Asset Wallet safe (including details relating to your private keys, wallet address and Recovery Phrase) to avoid loss of access to and/or control over your Third Party Digital Asset Wallet. We will not be liable to you for any loss of access to your Third Party Digital Asset Wallet should you lose your private keys, address and Recovery Phrase. 6.2. You are advised to maintain adequate security, measure and control of your address, Recovery Phrase and access to and use of your Third Party Digital Asset Wallet. We will not be liable to you for any losses or damage resulting from any unauthorised access, tamper or use of your Third Party Digital Asset Wallet. 6.3. Suberra cannot assist with any third party account details retrieval. Neither can we provide a replacement of your private keys, address or Recovery Phrase. Furthermore, in the unfortunate event of your passing, if your legal administrator, successor or heir does not have your Recovery Phrase or access to your Third Party Digital Asset Wallet, we are unable to grant such persons access to your Third Party Digital Asset Wallet. In such case, your Third Party Digital Asset Wallet and the Supported Digital Assets stored will become permanently inaccessible. 6.4. FAILURE TO KEEP YOUR THIRD PARTY DIGITAL ASSET WALLET SAFE OR FAILURE TO REMEMBER YOUR ACCOUNT DETAILS MAY RESULT IN YOUR THIRD PARTY DIGITAL ASSET WALLET BECOMING PERMANENTLY INACCESSIBLE OR THE PERMANENT LOSS OF THE SUPPORTED DIGITAL ASSETS STORED IN YOUR THIRD PARTY DIGITAL ASSET WALLET.
7. DIGITAL ASSET TRANSFERS
7.1. You acknowledge and agree that it is your responsibility to ensure that: (i) the correct address is entered when you effect a transfer of Digital Asset from your Third Party Digital Asset Wallet to any external address; and (ii) only the Supported Digital Assets are selected for such transfers. 7.2. You also acknowledge that: (a) the transfer of any Digital Asset to an incorrect address; or (b) the transfer of any type of Digital Asset that is not supported by the Third Party Digital Asset Wallet will result in the irreversible loss of such Digital Asset. We shall bear no liability for any such loss of Digital Assets. 7.3. Suberra has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party. We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party using Digital Assets transferred from your Third Party Digital Asset Wallet, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.
8. ACCESSIBLE SERVICES AND CONTENTS
8.1. Any transactions in relation to the Supported Digital Assets must be confirmed and recorded on the relevant Accessible Blockchain Networks. Where such Accessible Blockchain Networks are decentralized, peer-to-peer networks and supported by independent third parties, which Suberra does not own, operate or has control over, we cannot and do not (i) ensure that the Instruction that you submit via your Third Party Digital Asset Wallet to the Accessible Blockchain Networks will be confirmed or processed; or (ii) assist you to cancel or modify your Instructions once the Instructions have been submitted to the Accessible Blockchain Networks. 8.2. The Services may include description or reference to a third party’s website, product or services, including Accessible Blockchain Networks (“Relevant Materials”). When using a DApp or other Relevant Materials through the Wallet Extension, you understand that you are interacting with Relevant Materials. We do not have control over the Relevant Materials, do not warrant or endorse, and are not responsible for the availability or legitimacy of the content, products or services on or accessible from, those Relevant Materials (including any related websites, resources or links displayed therein). 8.3. You acknowledge sole responsibility for and assume all risk arising from your use of any Relevant Materials. You acknowledge and agree that the Third Party Digital Asset Wallets you may import to the Site remain governed by the terms and conditions of such third-party service providers. 8.4. We shall not have any obligation to you regarding any issue or dispute you may have in relation to such Third Party Digital Asset Wallets. You acknowledge and agree that we are not acting as the custodian of any Digital Assets placed towards the DeFi Protocols.
9. ACCESSIBLE PROTOCOLS
9.1. The Suberra Services, the Site and its relevant interfaces may contain references or links to Accessible Protocols along with resources, including (but not limited to) information, materials, products, or services that we do not own or control. Where such Accessible Protocols are built and offered by a third party made available in the Site, such Accessible Protocols are offered on a voluntary, “as-is” and “as available” basis and Suberra is not involved in any transactions, whether as an intermediary, counterparty, advisor or otherwise. 9.2. You acknowledge and agree that such Accessible Protocols are intended as a technological tool that may be used as part of your own self-directed virtual asset transaction workflows. Suberra is not involved in any transactions, whether as an intermediary, counterparty, advisor or otherwise. Accessible Protocols, along with their features, are not a service of any kind and you should not rely on Suberra to assist you to evaluate the Accessible Protocol, assess its fitness for any purpose or comply with any requirements. 9.3. You assume all risk arising from interactions with the Accessible Protocol. Suberra is not liable for any claim, damages or other liability, whether in contract, tort or under any other theory of liability, arising from, out of or in connection with the Accessible Protocol. Without limitation, you are solely responsible for identifying and complying with applicable legal and regulatory requirements in connection with the use of the Accessible Protocol, including with respect to any transactions. Any parameters set by Suberra are for its own purposes and should not be taken to infer any responsibility of Suberra for your activities. 9.4. The use of such Accessible Protocols may be subject to terms and conditions imposed by the Accessible Protocols (“Accessible Protocol Terms”), and such Accessible Protocol Terms may include terms regarding your eligibility to interact with the DeFi Protocols and whether you may be prohibited from interacting with the DeFi Protocols. 9.5. It is your responsibility to understand the Accessible Protocol Terms and whether you are eligible or prohibited from interacting with the DeFi Protocol. Accessible Protocols may not be available at all times. You may also interact with various Accessible Protocols without going through the Services and/or the Site. 9.6. You acknowledge and agree that Suberra is not responsible for ensuring the availability or operation of any Accessible Protocol. The Accessible Protocol may be interrupted, suspended or restricted, including because of a fault, defect, hack, attack, exploit, error or unforeseen circumstances, at any time. 9.7. Suberra is not required to give any reasons or notice before exercising any discretion that it may have in respect of any Accessible Protocol, whether under these Terms or otherwise. 9.8. Fees and charges may apply in connection with interacting with any Accessible Protocol through the Services and/or Site. You are responsible for identifying and satisfying all such fees and charges. 9.9. Before interacting with any Accessible Protocol, you must conduct your own due diligence and ensure you comply with all applicable legal and regulatory requirements, including with respect to virtual assets, taxes, securities and other regulations in your jurisdiction. Suberra may update any Accessible Protocol features of the Services and/or Site at any time and may change access to it at any time. 9.10. Suberra has no obligation to notify you of any changes or updates. Suberra makes no representations, warranties, guarantees or undertakings in respect of any Accessible Protocols, whether express or implied by operation of law. Suberra has sole and absolute discretion to determine access to various Accessible Protocols. 9.11. Nothing in these Terms or through any Accessible Protocol is a prospectus nor a solicitation for investment and does not pertain in any way to an offering of securities in any jurisdiction. Suberra makes no representation regarding the regulatory or legal status of any Digital Asset, regardless of whether such Digital Asset is compatible or incompatible with any Accessible Protocols. 9.12. Suberra will not make any attempt to register any Accessible Protocol under any legal or regulatory regime, nor is Suberra aware of any review of any Accessible Protocol by any regulatory authority in any jurisdiction. Under no circumstances do these Terms or any other material relating to the Accessible Protocol constitute a recommendation or advice of any kind. The use of such Accessible Protocols may involve significant risks which are outside Suberra’s control. 9.13. You must consider carefully all applicable risks, and determine whether they are acceptable to you. Without limitation these risks include the following: (a) Partial or total loss of Digital Assets, or of any value attributed to Digital Assets. (b) Collapse in liquidity with respect to a Digital Asset. (c) Changes in the compatibility of a Digital Assets with the Accessible Protocol. (d) Changes in these Terms and/or Accessible Protocol Terms. (e) Regulatory uncertainty with respect to Digital Assets, and government action against Digital Assets and persons involved in Digital Assets activities. (f) Extreme fluctuations in prevailing fees and uncertainty with respect to other transaction parameters. (g) Various forms of misconduct, including: i. market manipulation; ii. trading Digital Assets on the basis of non-public information; and iii. front running. (h) Failure of Digital Assets transactions to be confirmed in a timely manner, or at all. (i) Counterparty risk. (j) Faults, defects, hacks, exploits, errors or unforeseen circumstances occurring in respect of the DeFi Protocols or the technologies on which the Accessible Protocols depends. (k) Failure or non-availability of the Accessible Protocols or technologies on which the DeFi Protocols depends, including the Internet, and technological advancement rendering certain technologies obsolete. (l) Attacks on the Accessible Protocols or technologies on which the Accessible Protocols depends, including but not limited to: i. distributed denial of service; ii. sybil attacks; iii. phishing; iv. social engineering; v. hacking; vi. smurfing; vii. malware; viii. double spending; ix. majority-mining, consensus-based or other mining attacks; x. misinformation campaigns; xi. forks; and xii. spoofing. Suberra has sole and absolute discretion to determine the Supported Digital Assets compatible with the Accessible Protocol that users may use via the Services and/or Site. Any such determination by Suberra not constitute an endorsement or recommendation in respect of any Supported Digital Assets.
10. FORK
10.1. You agree and understand that the underlying protocols of the Digital Assets' networks are subject to changes (each a "Fork") which may result in more than one version of such network (each a "Forked Network"). You further agree and understand that Forks may materially affect the value, function, and/or name of the Digital Assets you hold in your Digital Asset Wallet.
10.2. In the event that Suberra is unable to support any such Forked Network ("Unsupported Forked Network"), the Digital Assets offered by such Unsupported Forked Networks will not be made available to you.
10.3. You acknowledge the risks presented by Forks and hereby accept that we have no responsibility for any losses or damage arising as a result of an Unsupported Forked Network.
11. FEES
11.1. Your use of the Services may be subject to certain Fees, which will, if applicable, may debited from your Third Party Digital Asset Wallet. The list of applicable Fees may be amended by Suberra from time to time.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. You acknowledge and agree that:
(a) the Suberra trademarks and logos, and any other logos, service marks, product names and other proprietary indicia used in the Site are the property of either Suberra or third party licensors (collectively, the " Trademarks");
(b) the intellectual property rights in and to the Services are either owned by us or licensed to us by third party licensors;
(c) other than the licence expressly granted by you in these Terms, no other rights are granted to you in respect of either the Trademarks, the Suberra Site and Services; and
(d) no part or parts of the Site may be reproduced, distributed, republished, displayed ,broadcasted, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without our prior written permission.
13. CONDUCT
13.1. Without prejudice to the foregoing, you undertake not to (and shall not, knowingly or otherwise, authorize, allow or assist any other party to):
(a) use the Site to perform illegal, unlawful or immoral activities (including but not limited to money laundering, terrorism financing and fraudulent activities);
(b) use the Site to upload content that contains or is infected with viruses, malicious codes, Trojan horses, is unlawful, immoral or illegal or contains any other harmful or deleterious program;
(c) modify or adapt the whole or any part of the Site or combine or incorporate the Site into another other programme or application;
(d) disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code, underlying concepts, ideas and algorithms of the Site or any components thereof;
(e) use the Site in any manner that would lead to the infringement of our, our Affiliates’ or any other third party’s intellectual property rights, including without limitation any copyright, patent or trademark. You undertake not to take or attempt to take any action or claim ownership of any property that infringes or would infringe upon our intellectual property interests;
(f) use the Site in a way that could damage, disable, impair or compromise the Site or the provision of the Services (or the systems or security of the Site or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of Site. You undertake not to gain or attempt to gain unauthorised access to the account or wallets of other user. s;
(g) take any action that imposes an unreasonable or disproportionately large burden or load on the Site infrastructure (including, but without limitation to our servers, networks, data centres and related or like equipment) and detrimentally interfere with, intercept or expropriate any system, data or information belonging to other users of the Services;
(h) engage in any other activities deemed inappropriate by us or which is in contravention of these Terms or any Applicable Laws;
(i) deposit with Suberra any Digital Assets forming part of the proceeds of any criminal or unlawful activity.
14. DATA PROTECTION
14.1. By using the Services and/or Site, you confirm that you have read and understood our Privacy Notice and understand how we collect, use, disclose and share amongst ourselves your Personal Data and disclose such Personal Data to our authorised service providers and relevant third parties. We will only share your Personal Data in order to facilitate and administer your use of the Services and/or Site or otherwise if required by law or any of our counterparty who is the controller of your data. Such data controller will manage and protect your personal data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Notice, which is accessible at https://docs.suberra.com/legal/privacy-policy.
15. LIMITATION OF SERVICES
15.1. Suberra may at any time and without liability to, terminate, suspend, or limit your use of the Services, including but not limited to disabling your Third Party Digital Asset Wallet for any reason, including (but not limited to): (a) in the event of any breach by you of these Terms and all other applicable terms; (b) for the purposes of complying with Applicable Laws; (c) where Suberra suspects that a transaction effected by you is potentially connected to any unlawful activities (including but not limited to money laundering, terrorism financing and fraudulent activities); (d) to remedy the effects of any defect in or compromise to any information system upon which Suberra relies on; (e) as may be informed by its internal monitoring policy and the profile of spending reasonably anticipated for the type of consumer group you belong to; or (f) in Suberra’s absolute opinion that an order or transaction has been executed based on an aberrant value.
15.2. Your obligations under these Terms will continue in the event of such suspension or termination described in Clause 15.1 above.
15.3. You shall not be entitled to any payment, compensation or damages from us in relation to any suspension, reversal or termination of your use of the Services and/or Site for any reason whatsoever. Any limitation, suspension or termination of your use of the Services and/or Site for any reason whatsoever shall not release you from any liability or responsibility on your part, which at the time of such limitation, suspension or termination, has already accrued.
15.4. Our rights of limitation, suspension and termination under these Terms shall be without prejudice to any other rights or remedies which we may have (whether under these Terms, Applicable Law or otherwise).
16. LIMITATION OF LIABILITY
16.1. THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, YOUR AFFILIATES OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING TITLE, NON-INFRINGEMENT, TIMELINESS, QUALITY, SUITABILITY,MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES AND/OR SITE PROVIDED UNDER THESE TERMS. ADDITIONALLY, SUBERRA DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WHILE SUBERRA ATTEMPTS TO MAKE YOUR USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OUR LIABILITY IN RESPECT OF REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED IS LIMITED, AT OUR OPTION, TO ANY ONE OF:
(a) RE-SUPPLYING, REPLACING OR REPAIRING THE SERVICES IN RESPECT OF WHICH THE BREACH OCCURRED; OR
(b) PAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING OF THE SERVICES INRESPECT OF WHICH THE BREACH OCCURRED.
16.2. NOTWITHSTANDING ANYTHING IN THESE TERMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR ANY OF OUR REPRESENTATIVES BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGE OR CLAIMS:
(a) DUE TO AN UNUSUAL OR UNFORESEEABLE EVENT, OUTSIDE OUR REASONABLE CONTROL AND THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (INCLUDING BUT NOT LIMITED TO FORCE MAJEURE EVENTS);
(b) ARISING FROM OR IN CONNECTION WITH ANY INTERRUPTION, DELAY, SUSPENSION, DISCONTINUANCE OR FAILURE OF THE SERVICES;
(c) YOUR INABILITY TO EFFECT OR COMPLETE ANY TRANSACTION DUE TO SYSTEM MAINTENANCE OR BREAKDOWN / NON-AVAILABILITY OF THE SITE, NETWORK, OUR HARDWARE OR SOFTWARE OR THAT OF ANY THIRD PARTIES;
(d) DUE TO COMPLIANCE WITH APPLICABLE LAWS AND/OR COURT ORDERS;
(e) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOST DATA, OTHER INTANGIBLE LOSSES, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR WHETHER OUR OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
(f) RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.
16.3. IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE SERVICES EXCEED THE FEES YOU PAID US FOR YOUR USE OF THE SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
16.4. WE SHALL NOT BE LIABLE FOR FAULT ON THE PART OF ANY THIRD PARTY SERVICE PROVIDERS INSTRUCTED BY US. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO USING REASONABLE CARE IN THE SELECTION, APPOINTMENT AND INSTRUCTION OF SUCH THIRD PARTY SERVICE PROVIDERS (BUT NOT OF ANY SUB-CONTRACTOR OR OTHER THIRD PARTY SUCH THIRD PARTY SERVICE PROVIDER MAY USE).
16.5. NOTHING IN THESE TERMS SHALL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.
16.6. THE PARTIES AGREE THAT ANY CLAIMS AGAINST THE OTHER UNDER THESE TERMS MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. NO COURT OR ADJUDICATOR MAY 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. ANY RELIEF AWARDED TO ANY USER OF THE SERVICES CANNOT AND MAY NOT AFFECT ANY OTHER USERS.
17. INDEMNIFICATION
17.1. You agree to indemnify and hold Suberra and its third party service providers, and each of their officers, directors, agents, joint venture entities, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (a) your breach of any of these Terms; (b) your use of the Site and/or Services; and (c) your violation of any Applicable Laws or regulations of any jurisdiction, or the rights of any third party.
18. AMENDMENT AND VARIATION
18.1. These Terms may from time to time be updated or amended. We will post any such updates on the Site. Such updated Terms as posted will take effect immediately unless otherwise indicated. You should regularly check the Site to inform yourself of any such changes. In addition, we may at any time change, add or remove any feature or functionality of the Site without prior notice. By continuing to use the Site and/or the Services after any such changes have taken effect, you are indicating your acceptance of the updated or amended Term. If you do not wish to be bound by any changes or amendments to these Terms then you should stop using the Site and Services immediately.
19. TRANSFER, ASSIGNMENT OR DELEGATION
19.1. These Terms, and any rights and obligations and licences granted hereunder, are limited, revocable, non-exclusive and personal to you and therefore may not be transferred, assigned or delegated by you to any third-party without our written consent, but may be transferred, assigned or delegated by us without notice and restriction, including without limitation to any of the entities within Suberra and its Affiliates, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void.
20. SEVERABILITY
20.1. If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of these Terms and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any Applicable Laws.
21. ENTIRE AGREEMENT / TRANSLATION
21.1. These Terms constitute the entire agreement between the parties with regard to its subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter, (whether oral or in writing, express or implied). You acknowledge that in agreeing to these Terms you do not rely on any statement, representation, warranty, or understanding other than those expressly set out in these Terms.
21.2. These Terms are concluded in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail (except where expressly prohibited by law).
22. WAIVER
22.1. These Terms shall not be waived in whole or in part except where agreed by all parties in writing.
22.2. The delay of enforcement or the non-enforcement of any of the terms of these Terms by any party shall not be construed as a waiver of any of the other rights of that party arising out of the breach or any subsequent breach of any of these Terms and no right, power or remedy conferred upon or reserved for any party in these Terms is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
23. NOTICES AND COMMUNICATIONS
23.1. By using the Services, you agree that we may provide you with any notices or other communications, including marketing, relating to your use of the Services electronically: (a) via email (in each case to the address that you provide, or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us.
23.2. Notices to us should be sent electronically to our support system at [insert].
24. THIRD PARTY RIGHTS
24.1. Other than Suberra, a person who is not a party in these Terms has no right to enforce any of these Terms.
25. GOVERNING LAW AND JURISDICTION
25.1. These Terms are governed by and shall be construed in accordance with the laws of Singapore without regard to any choice or conflict of laws rules.
25.2. Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or any other issue which shall arise in virtue of these Terms, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. Any arbitration commenced pursuant to this Clause shall take place in the English language. The Tribunal shall consist of one arbitrator, to be appointed by agreement between the parties to the proceedings.