Terms of Service

Terms of Service

Last Revised on November 2024

Welcome to the Terms of Service (these “Terms”) for: (i) the website, hyperunit.xyz (including its subdomains, the “Site”); and (ii) any other websites through which these Terms are linked (together with the Site, the “Website”), in each case as operated by or on behalf of Nexus Research Labs, Inc., a Delaware corporation, or its affiliates (“Company”, “we” or “us”). the Company’s services, including but not limited to the Website and any content, tools, software, documentation, features, and functionality offered by the Company on or through the Website or third-party sites and services, are collectively referred to as the “Services”.

These Terms govern your access to and use of the Services. Read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, you may not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes both you in an individual capacity and that entity, and you represent and warrant that: (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms; and (b) you agree to these Terms on the entity’s behalf, as well as on your individual behalf.

SECTION 7 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE: (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY; AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW.

1. Who May Use the Services

1.1. Eligibility. Who May Use the Services. You must be 18 years of age or older and not be a Prohibited Person to use the Services. A “Prohibited Person” is any person or entity that is (a) listed on (i) any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List; (ii) the EU consolidated list of persons, groups and entities subject to financial sanctions; (iii) the UK Consolidated List of Financial Sanctions Targets; or (iv) any of Switzerland's respective sanctions lists, (b) located or organized in any U.S. embargoed countries or any country that has been designated by the U.S. Government as “terrorist supporting”, (c) a citizen, resident, or organized in, the following jurisdictions (the “Prohibited Jurisdictions”): Abkhazia, Afghanistan, Angola, Belarus, Burundi, Central African Republic, Congo, Cuba, Crimea, Ethiopia, Guinea-Bissau, Iran, Ivory Coast (Cote D’Ivoire), Lebanon, Liberia, Libya, Mali, Burma (Myanmar), Nicaragua, North Korea, Northern Cyprus, Russia, Somalia, Somaliland, South Ossetia, South Sudan, Sudan, Syria, Ukraine (Donetsk and Luhansk regions), United States, Venezuela, Yemen, Zimbabwe; (d) otherwise a party with which the Company is prohibited to deal under the laws of the U.S., the EU (or any of its Member States), the UK, or any applicable foreign jurisdiction, or (e) owned or controlled by such persons or entities listed in (a)-(d).

The Company may utilize certain tools, such as IP-based geofencing and “VPN blocking” measures, to enforce the above restrictions. By using the Services and/or the App, you represent that you are not a Prohibited Person, and are not accessing the services from a Prohibited Jurisdiction using a virtual private network. These measures may be in addition to those measures enacted by the Unit Protocol directly.

You acknowledge and agree that you are solely responsible for complying with all applicable laws of the jurisdiction you are a resident of, or located or accessing the Services from, in connection with your use of the Services. By using the Services, you represent and warrant that you meet these requirements and will not be using the Services for any illegal activity or to engage in the prohibited activities in Section 2.4.

2. Rights We Grant You

2.1. The “Unit Protocol” is a means to replicate native digital assets from certain blockchains, such as BTC, ETH, and SOL, on the Hyperliquid L1. The protocol utilizes a distributed set of “operators” to validate transfers to the Unit Protocol MPC vaults and effectuate “mint” transactions on the Hyperliquid L1. You acknowledge and agree that we make no representations and warranties with respect to the Unit Protocol. Certain elements of the Unit Protocol may be made publicly available under an open-source or source-available license and these Terms do not override or supersede the terms of any such licenses. Notwithstanding anything to the contrary set forth herein, you agree that the terms of Section 6 (Disclaimers, Limitations of Liability and Indemnification) apply, mutatis mutandis, to your use of the Unit Protocol.

2.2. Documentation. The Services may display, include, or make available documentation, statistics, research, blog posts, images, videos, commentary, and other descriptions or materials related to the Unit Protocol community and the Unit Protocol (collectively, “Documentation”). This Documentation may also include summaries of digital asset balances held by connected wallets on the Hyperliquid L1; these balances are for informational purposes only and should not be construed as an indication that the Unit Protocol or the Company is holding such digital assets on your behalf. Such assets are held by you in your digital asset wallet.

Such Documentation is part of the Services.

2.3. Right to Use Services. We hereby grant you a limited, revocable, non-transferable, non-sublicensable right and license to access and use the Services for your own, or your internal use only, provided that you comply with these Terms in connection with all such use. If any software, content or other materials owned or controlled by us are distributed or made available to you as part of your use of the Services (such as the Documentation), we hereby grant you a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to download, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any or for no reason, including, without limitation, in the event of the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that the Company, in its sole discretion, may elect to take. You agree that we shall have no liability to you arising from or related to any inability to access the Services.

2.4. Restrictions On Your Use of the Services. You shall not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

(a) modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms;

(b) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

(c) use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to access, use, or modify the Services;

(d) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same;

(e) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, or the computer systems or networks connected to the Services;

(f) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services or any of the computer systems, wallets, accounts, protocols or networks connected to the Services;

(g) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same;

(h) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;

(j) impersonate any other person or entity using the Services, including by falsely stating, implying or otherwise misrepresenting your affiliation with any person or entity;

(k) violate any applicable law or regulation in connection with your access to or use of the Services; or

(l) access or use the Services in any way not expressly permitted by these Terms.

2.5. Interactions with Other Users on the Services. You are responsible for your interactions with other users on, through, or in connection with the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and you acknowledge and agree that we cannot be held liable for your interactions with other users, or for any user's actions or inactions. If you have a dispute with one or more users, you release the Company Persons (as defined below) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute(s). In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

3. Ownership and Content

3.1. Ownership of the Services. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We reserve all rights in connection with the Services and its content.

3.2. Ownership of Feedback. You acknowledge and expressly agree that any contribution by you of feedback, bug reports, comments, and suggestions for improvements to the Services in any forum (“Feedback”), does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and you agree that the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you, and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback, and, to the extent that any rights in and to Feedback cannot be assigned (including without limitation any moral rights), you hereby agree to waive such rights.

4. Third Party Services and Materials

4.1. Third Party Services and Materials. The Services may display, include, link to, or otherwise make available services, content, data, information, applications, or materials from third parties or provide links to certain third-party websites (“Third-Party Services and Materials”). All Third-Party Services and Materials are made available solely as a convenience, and the Company does not endorse any Third-Party Services and Materials. You agree that your access and use of such Third-Party Services and Materials is governed solely by the terms and conditions of such Third-Party Services and Materials, as applicable. the Company is not responsible or liable for, and makes no representations as to any aspect of such Third-Party Services and Materials, including, without limitation, their content or the manner in which they handle, protect, manage, or process data, or any interaction between you and the provider of such Third-Party Services and Materials. the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Services and Materials or websites. You irrevocably waive any claim against the Company with respect to such Third-Party Services and Materials. We are not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access, or use of any such Third-Party Services and Materials, or your reliance on the privacy practices, data security processes, or other policies of such Third-Party Services and Materials. Third-Party Services and Materials and links to other websites are provided solely as a convenience to you.

5. Our Privacy Policy; Data Retention and Law Enforcement

5.1. Privacy Policy. Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, visit our Privacy Policy located at [URL].

5.2 Information Retention. We retain information pertaining to each use of the Unit Protocol, including origin public wallet address, destination public wallet address, certain IP information, assets utilized, and other relevant details. While transactions may not be publicly traceable via blockchain explorers, by using the Services you acknowledge and consent to this relevant information being collected and stored by us. The Unit Protocol is not a “mixer” and should not be considered as such. While we acknowledge the value of financial privacy, the Company is committed to ensuring the safety and security of the Unit Protocol and digital asset ecosystem.

5.3. Compliance with Law Enforcement. The information noted in Section 5.2, as well as any other information the Company collects, may be shared with law enforcement or other governmental authorities pursuant to validly issued subpoenas or similar binding processes. Law enforcement officials may contact us directly at [EMAIL].

6. Disclaimers, Limitations of Liability and Indemnification

6.1. Disclaimers

(a) Your access to and use of the Services (including, for clarity, any Documentation) and, separately, the Unit Protocol , is entirely at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its subsidiaries, affiliates, related companies, service providers, and its and their officers, directors, supervisors, consultants, advisors, agents, representatives, partners, and licensors (collectively, the “Company Persons”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES RELATING TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, USAGE, QUALITY, PERFORMANCE, SUITABILITY OR FITNESS OF THE SERVICES AND THE UNIT PROTOCOL FOR ANY PARTICULAR PURPOSE, OR AS TO THE ACCURACY, QUALITY, SEQUENCE, RELIABILITY, WORKMANSHIP OR TECHNICAL CODING THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN WHETHER LATENT OR PATENT. the Company Persons make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services (including any Documentation) and the Unit Protocol; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or the Unit Protocol; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services or the Unit Protocol will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) whether the Services or the Unit Protocol will protect your assets from theft, hacking, cyber-attack, or other form of loss caused by third-party conduct. Nothing contained in the Services constitutes, or is meant to constitute, financial, legal, or other professional advice of any kind. If you require advice in relation to any financial, legal, or other professional matter you should consult an appropriate professional. No advice or information, whether oral or written, obtained from the Company Persons or through the Services, will create any warranty or representation not expressly made herein.

(b) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING THE CAYMAN ISLANDS, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN SECTION 6.2 BELOW. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

6.2. Limitations of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT (i) IN NO EVENT WILL COMPANY PERSONS BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF COMPANY PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICES; AND (ii) IN THE EVENT THAT COMPANY PERSONS ARE FOUND TO HAVE ANY LIABILITY TO YOU NOTWITHSTANDING THE FOREGOING, SUCH LIABILITY SHALL NOT EXCEED THE GREATER OF (1) ONE HUNDRED DOLLARS ($100.00), (2) THE AMOUNT YOU PAID COMPANY PERSONS, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM; OR (3) THE STATUTORY REMEDY FOR SUCH CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6.3. Acknowledgement; Assumption of Risks

(a) By using the Services or the Unit Protocol, you represent that you have sufficient knowledge and experience in any business or financial matters that may be applicable, including a sufficient understanding of blockchain technologies, cryptocurrencies, and other digital assets, storage mechanisms, and blockchain-based software systems to be able to assess and evaluate the risks and benefits of the Services contemplated hereunder, and will bear the risks thereof, including loss of all amounts paid or stored, and the risk that the cryptocurrencies and other digital assets may have little or no value. You acknowledge and agree that there are risks associated with purchasing and holding cryptocurrency and using blockchain technology. These include, but are not limited to, risk of losing access to cryptocurrency or digital assets due to slashing; loss of private key(s); custodial error or purchaser or user error; risk of mining, staking, or blockchain-related attacks; risk of hacking and security weaknesses; risk of unfavorable regulatory intervention in one or more jurisdictions; risk related to token taxation; risk of personal information disclosure; risk of uninsured losses; volatility risks; and unanticipated risks.

(b) You acknowledge that vulnerabilities in the Unit Protocol programming and design or other vulnerabilities that may arise due to hacking or other security incidents can have adverse effects to digital assets, including but not limited to significant volatility and risk of loss.

(c) You acknowledge that there are inherent risks associated with using or interacting with public blockchains and blockchain technology. There is no guarantee that such technology will be available or not subject to errors, hacking, or other security risks. Blockchain protocols may also be subject to sudden changes in operating rules, including forks, and it is your responsibility to make yourself aware of upcoming operating changes.

6.4. Indemnification

By entering into these Terms and accessing or using the Services or the Unit Protocol, you agree that you shall indemnify, and hold the Company Persons harmless, and at the Company’s election defend such Company Persons from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Persons arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your use or misuse of the Services or the Unit Protocol; or (d) your dishonesty, negligence, fraudulence or willful misconduct. If you are obligated to indemnify any Company Person hereunder, then you agree that the Company (or, at its discretion, the applicable Company Persons) will have the right, in its sole discretion, to control any action or proceeding and to determine whether the Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with the Company in the defense or settlement of such claim.

6.5. Third Party Beneficiaries

You and the Company acknowledge and agree that the Company Persons (other than the Company) are third party beneficiaries of these Terms, including under Sections 2.5, 6 and 7.

6.6. Third Party Rights. Any Company Person not being a party to these Terms, may enforce any rights granted to it pursuant to these Terms in its own right as if it were a party to these Terms. Except as expressly provided in this paragraph, a person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act, (as amended) to enforce any term of these Terms. Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party to this Agreement shall not be required for any termination, rescission or agreement to any variation, waiver, release or settlement under these Terms at any time.

7. Arbitration and Class Action Waiver

7.1. READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

7.2. Informal Process First. You and the Company agree that in the event of any dispute between you and the Company Persons, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. Nothing in this clause shall prevent a party from seeking interim or provisional relief where it is reasonably necessary to do so.

7.3. Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to the Services and any usage of the Unit Protocol, will be resolved by arbitration, including threshold questions of arbitrability of the Claim, and except as otherwise set forth in Section 7.5 (Exceptions). You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Legislation concerning arbitration may govern the arbitrability of all disputes in an applicable jurisdiction. However, the arbitrator will apply applicable substantive law consistent with such legislation and the applicable statute of limitations or condition precedent to suit. The arbitration will be handled by a sole arbitrator appointed in accordance with the JAMS Rules and the seat of the arbitration shall be New York. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving any right to participate in a class action or class arbitration.

7.4. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and the Company agree that in the event that there are one-hundred (100) or more individual Claims of a substantially similar nature filed against Company Persons by or with the assistance of the same law firm, group of law firms, or organizations, then within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Claims per batch (plus, to the extent there are less than 100 Claims left over after the batching described above, a final batch consisting of the remaining Claims); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Claims are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by the Company. You and the Company agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Claims, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

7.5. Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction the Summary Court of the Cayman Islands consistent with the jurisdictional and value limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.

7.6. Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the applicable standards set forth in civil procedures), then the payment of all fees will be governed by the JAMS rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount awarded in the arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

7.7. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. To the fullest extent permitted by applicable law, you and the Company each agree that except as expressly set forth in Section 7.4 (Batch Arbitration), any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. You and the Company EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. If the dispute is subject to arbitration, then except as expressly set forth in Section 7.4 (Batch Arbitration), THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. Further, you and the Company agree that except as expressly set forth in Section 7.4 (Batch Arbitration), the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above.

IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

8. Additional Provisions

8.1. Updating These Terms. We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a notice on the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.

8.2. Suspension; Termination. If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may, in its sole discretion, suspend or terminate your access to or use of any of the Services, with or without notice, for any or no reason, including, without limitation, (i) if we believe, in our sole discretion, you have engaged in any of the prohibited activities set forth in Section 2.4; (ii) if you provide any incomplete, incorrect or false information to us; (iii) if you have breached any portion of these Terms; and/or (iv) if we determine such action is necessary to comply with these Terms, any of our policies, procedures or practices, or any law, rule, or regulation. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of this Agreement by the Company or you. Termination will not limit any of the Company’s other rights or remedies at law or in equity.

8.3. Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.

8.4. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of our obligations under these Terms or in providing the Services, when and to the extent such failure or delay is caused by or results from any events beyond our ability to control, including acts of God; flood, fire, earthquake, epidemics, pandemics, tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades, strikes, labor stoppages or slowdowns or other industrial disturbances, shortage of adequate or suitable Internet connectivity, telecommunication breakdown or shortage of adequate power or electricity, and other similar events beyond our control.

8.5. Miscellaneous. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.

8.6. Governing Law and Jurisdiction. These Terms are governed by the laws of New York, without regard to conflict of laws principles. Any disputes arising out of or relating to these Terms, the Services, or any transactions contemplated herein shall be governed by and construed in accordance with the laws New York.