Terms of Service

Soneium L2 Minato Testnet Terms of Service

Last updated: August 28, 2024

These Terms of Service (these “Terms of Service”) constitute a legally binding contract made between you (“you” or “your”) and Sony Block Solutions Labs Pte. Ltd. (“SBS Labs,” “we,” “us,” or “our”) that governs your access to and use of Sonieum L2, a layer-two blockchain that operates with the sepolia testnet Ethereum, and various related services offered by us, including the Sonieum L2 Minato Testnet, an optimistic rollup protocol on the Ethereum sepolia testnet blockchain (the “Protocol”), and related content through our websites located at https://soneium.org/en/ (collectively, the “Site”) and website-hosted user interface (the “Interface”) and through our related technologies (collectively with the Protocol, Site and Interface, including all existing and any updated or new features, functionality and technology thereof, the “Service”).

By accessing or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept these Terms of Service, you are not permitted and should not access or use any Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT ANY CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SBS LABS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Access to the Service

You represent that you are at least 18 years old or otherwise capable of forming a binding contract, and your access to and use of the Service will fully comply with all applicable laws and regulations (including but not limited to, laws and regulations relating to anti-money laundering, anti-terrorism, data protection and privacy, sanctions, and trade restrictions), and that you will not access or use the Service to conduct, promote, or otherwise facilitate any illegal activity. For the avoidance of doubt, you will comply with all applicable sanctions laws, regulations and rules, including, but not limited to, those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the Monetary Authority of Singapore and any other authorities in applicable jurisdictions. The Service may not be used: (i) in the Crimea region of Ukraine, Cuba, so-called Donetsk People’s Republic, Iran, so-called Luhansk People’s Republic, North Korea, or Syria; (ii) by or for the specific benefit of any individual, entity or group (x) involved in the proliferation of weapons of mass destruction, drug trafficking, or terrorist activities or (y) listed on the lists maintained by OFAC including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, Sectoral Sanctions Identifications List, and Correspondent Account or Payable-Through Account List, such as international criminal organizations; (iii) by any entity 50% or more of which is owned in aggregate by any such individual, entity or group to which (ii) is applicable; or (iv) for any other use without a license or governmental approval, if required.

If SBS Labs determines that you have breached your obligation under this section, we may block your access to the Service and any interests in property as required by law. If you are blocked by SBS Labs from accessing the Service (including by blocking your IP address, account or wallet address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

To use the Service, you may be required to connect a compatible cryptocurrency wallet software (“Wallet”). For the avoidance of doubt, SBS Labs currently does not operate, control or maintain any Wallet. We do not have control or custody over the assets in your Wallet. Your relationship with any Wallet service provider is governed by the applicable terms with the provider of the Wallet, not these Terms of Service. You are responsible for safeguarding the private key associated with your Wallet and any activity relating to your Wallet.

Modifications to Service

We reserve the right in our sole discretion to modify, upgrade, suspend, or discontinue, whether temporarily or permanently, the Service (or any features or elements thereof) at any time and without liability. You agree that SBS Labs will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Your Responsibilities

Between you and us, you will be solely responsible for your use of the Service and your own applications, including their development, operation and maintenance and all related content and materials. All information provided to you in connection with the Service is for informational purposes only and should not be construed as professional advice. You should not take or refrain from taking any action based on such information. Before you make any financial, legal, tax or other decisions involving the Service, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. Your decision to access or use any features or Services shall be made entirely based on your own knowledge and judgment.

You are responsible for maintaining the confidentiality of your credentials and are fully responsible for all activities that occur under your credentials.

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and SBS Labs will have no liability or responsibility with respect thereto. SBS Labs reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

Intellectual Property Rights

Service: SBS Labs hereby grants you permission to use and access the Service subject always to the Terms of Service. In accessing the Service, you acknowledge and agree that SBS Labs retains ownership of all rights, title and interest, as well as any updates or modifications to the Service. This includes but is not limited to, the content, material, information, data, software, images, text, logos, illustrations, scripts, service marks, trademarks, logo, audio, video, music and the overall design and look.

Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by SBS Labs, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part; however, the foregoing does not apply to the User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks: The SBS Labs name and logos and certain other logos and trademarks are trademarks and service marks of SBS Labs (collectively, the “SBS Labs Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to SBS Labs. Without our prior written permission in each instance, nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the SBS Labs Trademarks displayed on the Service. All goodwill generated from the use of the SBS Labs Trademarks will inure to our exclusive benefit.

Feedback: ‍If you provide us with any feedback or suggestions regarding the Service (“Feedback”), you hereby assign to SBS Labs all rights to such Feedback and agree that SBS Labs shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. SBS Labs will treat any Feedback you provide us with as non-confidential and non-proprietary. You agree that you will not submit to us any Feedback or other information or ideas that you consider to be confidential or proprietary and that you do not have the required permission and consent to submit.

Third-Party Material: Under no circumstances will SBS Labs be liable in any way for any content or materials of any third parties (including users), including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that SBS Labs does not pre-screen content, but that SBS Labs and its designees will, in their sole discretion, have the right to refuse or remove any content that is available via the Service (but will not be obligated to do so). Without limiting the foregoing, SBS Labs and its designees will have the right to remove from the Site, without notice, any content that violates these Terms of Service or is deemed by SBS Labs, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness or usefulness of such content.

User Content: You are solely responsible for all content including code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials that you make available to SBS Labs, by uploading, posting, publishing, or displaying the content via the Site or your own applications or by emailing or otherwise making the content available to other users of the Site (collectively, “User Content”). You represent and warrant that you own all right, title and interest in and to the User Content that you make available via the Interface, Protocol and Site, including all copyrights and publicity rights contained therein. You hereby grant SBS Labs and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual and irrevocable license to copy, upload, post, publish, display, perform, distribute, store, modify and otherwise use such User Content in connection with the Service. You assume all risks associated with your User Content and the transmission of your User Content, and you are solely responsible for the accuracy, quality, legality and appropriateness of your User Content.

You hereby authorize SBS Labs and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use the Usage Data for any purpose in accordance with applicable laws and our Privacy Policy.

You acknowledge and agree that SBS Labs may preserve your User Content and may also disclose your User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property or personal safety of SBS Labs, its users or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks and (ii) changes to conform and adapt to the technical requirements of connecting networks or devices.

Third-Party Services

The Service may include references, links or provide access to products, services, sites, technology, applications, information, and resources, including but not limited to Wallets, that are provided or otherwise made available by third parties (“Third-Party Services”). We do not control, operate, or maintain any of such Third-Party Services. The inclusion of or reference to any Third-Party Services is not, and shall not be implied or deemed, to be any approval, validation, recommendation or endorsement by us. We make no representation, warranties undertakings, covenants, guarantees, assurances with respect to any aspect of the Third-Party Services, including but not limited to the security, availability, accuracy, reliability, legality or applicable terms. We do not assume any responsibility or liability for the Third-Party Services whatsoever, including any damage or loss caused by your use or access or reliance of any Third-Party Services.

Any dealings you have with third parties while using the Service are between you and the third parties. Your access and use of the Third-Party Services may be subject to additional terms and conditions, privacy policies or other agreements with such third parties. You should conduct your own independent due diligence and investigations on the Third-Party Services. You acknowledge that you use or access the Third-Party Products at your sole risk. You are solely liable for any fees, costs and expenses in respect of the use or access of the Third-Party Services.

No Fiduciary Duties

You acknowledge and agree that our status shall be that of an independent contractor. These Terms of Service are not intended to and do not, create or impose any fiduciary duties on us. None of SBS Labs, its directors, shareholders, employees or sub-contractors shall be deemed to be your agent or partner whatsoever. To the maximum extent permitted by applicable law, you acknowledge and agree that SBS Labs (including its directors, shareholders, employees or sub-contractors) owe no fiduciary duties or liabilities to you or any other party. You hereby irrevocably and unconditionally waive any duties or liabilities of SBS Labs that may exist under applicable laws. We do not owe you any duties or obligations except for those expressly stated in these Terms of Service.

Indemnification and Release

You agree to defend, indemnify and hold harmless SBS Labs; its affiliates; and its and their respective officers, employees, directors, service providers, licensors and agents (collectively, the “SBS Labs Entities”) from any and all losses, damages and expenses, including any reasonable attorneys’ fees, rights, claims, actions of any kind and injuries (including death) arising out of or relating to your use of the Service, your own applications, any User Content, your connection to the Service, your use of any Third-Party Services, your violation of these Terms of Service, your violation of any rights of another, or your breach of any laws or regulations. SBS Labs will provide you with notice of any such claim, suit or proceeding. SBS Labs reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, and you agree to cooperate with any reasonable requests by SBS Labs for its defense of such matter. You may not settle or compromise any claim against the SBS Labs Entities without SBS Labs’ prior written consent.

You expressly agree to assume all risks in connection with your access and use of the Service, including your interaction with the Protocol. You further expressly waive and release the SBS Labs Entities from any and all liability, claims, causes of action, damages, rights, obligations, expenses or judgments of every kind and nature whatsoever, whether now known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, “Claims”) arising from or in any way relating to your access to or use of the Service, including your interaction with the Protocol. If you are a California resident, you acknowledge that the Claims released under this section may include unknown claims, and you expressly, knowingly and intentionally waive any and all rights, benefits and protections of California Civil Code Section 1542 and any other state or federal statute or common law principle limiting the scope of a release. California Civil Code Section 1542 reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer

YOUR ACCESS TO OR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SBS LABS ENTITIES EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THE SBS LABS ENTITIES MAKE NO REPRESENTATION, WARRANTY, UNDERTAKING, GUARANTEE OR ASSURANCE (WHETHER EXPRESS OR IMPLIED) WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VULNERABILITIES OR VIRUSES OR BUGS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (E) THE SECURITY MEASURES OF THE SERVICES. THE SERVICES MAY CEASE TO OPERATE OR EXPERIENCE SYSTEM FAILURES OR UNPLANNED INTERRUPTIONS, WHETHER DUE TO DEFECTS, REGULATORY ACTIONS OR OTHERWISE.

THE PROTOCOL IS INTENDED TO PROVIDE YOU WITH A TEST ENVIRONMENT TO BUILD APPLICATIONS INTEGRATED WITH THE PROTOCOL. YOU MAY ACCESS AND USE THE PROTOCOL FOR THE SOLE PURPOSE OF TESTING AND ENHANCING THE EXPERIENCE, SECURITY, AND DESIGN OF THE PROTOCOL OR APPLICATIONS BUILT ON THE PROTOCOL. YOUR USE OF AND ACCESS TO THE PROTOCOL IS SUBJECT ALWAYS TO THESE TERMS OF SERVICE AND ANY OTHER TERMS EXPRESSLY NOTIFIED TO YOU. THE TEST ENVIRONMENT AND THE PROTOCOL IS AVAILABLE FOR A LIMITED TIME ONLY AS DETERMINED IN THE SOLE DISCRETION OF SBS LABS. SBS LABS MAY, AT ANY TIME WITHOUT PROVIDING NOTICE, MODIFY, SUSPEND, TERMINATE, OR RESTRICT ACCESS TO THE PROTOCOL (WHETHER THE ENTIRE OR PART THEREOF). YOU ACKNOWLEDGE AND AGREE THAT SBS LABS HAVE NO OBLIGATION TO PROVIDE ANY FUTURE BENFITS OR UTILITY WITH RESPECT TO DIGITAL TOKENS USED ON THE PROTOCOL.

BY ACCESSING AND USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS, SUCH AS THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20) AND BRIDGING ACROSS DIFFERENT BLOCKCHAIN SOLUTIONS. YOU ACKNOWLEDGE AND ACCEPT THAT THE COST AND SPEED OF TRANSACTING WITH CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS SUCH AS ETHEREUM BLOCKCHAIN ARE VARIABLE AND MAY INCREASE DRAMATICALLY AT ANY TIME. YOU FURTHER ACKNOWLEDGE AND ACCEPT THE RISK THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE DUE TO THE FLUCTUATION OF PRICES OF DIGITAL ASSETS, ESPECIALLY ON THE MAINNET BLOCKCHAIN, IF ANY, WHILE THEY ARE SUPPLIED TO THE PROTOCOL THROUGH THE INTERFACE. YOU UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS AND TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS. YOU FURTHER ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE. ACCORDINGLY, YOU UNDERSTAND AND AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL OF THE RISKS OF ACCESSING AND USING THE SERVICE, INCLUDING THE INTERFACE TO INTERACT WITH THE PROTOCOL. YOU ACKNOWLEDGE THAT YOU MIGHT BE UNABLE TO ACCESS THE CONTENT IN YOUR WALLET AND TRANSACT WITH THE CONTENTS IF YOU LOSE YOUR WALLET PRIVATE KEYS, PASSWORD OR SEED PHRASE. YOU ARE RESPONSIBLE FOR MAINTAINING THE SECURITY OF YOUR WALLET AND THE CONFIDENTIALITY OF ANY PRIVATE KEY WITH RESPECT TO YOUR WALLET. WE RESERVE THE RIGHT TO UPGRADE THE PROTOCOL IN OUR SOLE DISCRETION AT ANY TIME. YOU ACKNOWLEDGE AND AGREE THAT ANY UPGRADES TO THE PROTOCOL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT THERE MAY BE BUGS, VIRUSES OR VULNERABILITIES. YOU SHOULD CONDUCT YOUR OWN INDEPENDENT DUE DILIGENCE BEFORE USING THE PROTOCOL AT ALL TIMES. YOU ARE RESPONSIBLE FOR YOUR USE OF THE PROTOCOL REGARDLESS OF ANY UPGRADES.

WITHOUT LIMITING THE FOREGOING, YOU ALSO UNDERSTAND THAT THERE MAY BE TAX AND REGULATORY RISKS RELATED TO USING THE SERVICE. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER, AND TO WHAT EXTENT, ANY TAXES APPLY TO ANY TRANSACTIONS YOU CONDUCT IN CONNECTION WITH YOUR USE OF THE SERVICE, AND TO WITHHOLD, COLLECT, REPORT AND REMIT THE CORRECT AMOUNTS OF TAXES TO THE APPROPRIATE TAX AUTHORITIES. DIGITAL ASSETS, BLOCKCHAIN TECHNOLOGY, AND ANY RELATED SOFTWARE AND SERVICES ARE ALSO SUBJECT TO LEGAL AND REGULATORY UNCERTAINTY IN THE US AND OTHER JURISDICTIONS. YOU ALSO UNDERSTAND THAT LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS MAY ADVERSELY AFFECT THE USAGE, TRANSFERABILITY, TRANSACTABILITY AND ACCESSIBILITY OF DIGITAL ASSETS, BRIDGING, THE PROTOCOL, OR OTHER PARTS OF THE SERVICE.

YOU ACKNOWLEDGE THAT WE MAINTAIN NO CONTROL OVER YOUR DIGITAL ASSETS, AND CONSEQUENTLY ARE NOT CUSTODIANS OF YOUR DIGITAL ASSETS, ARE NOT RESPONSIBLE FOR ANY RISKS ASSOCIATED WITH YOUR USE OF THE SERVICE AND CANNOT BE HELD LIABLE FOR ANY RESULTING LOSSES THAT YOU EXPERIENCE WHILE ACCESSING OR USING THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT THE PROTOCOL IS A TEST ENVIRONMENT AND THUS WE DO NOT CONSIDER DIGITAL TOKENS USED ON THE TEST ENVIRONMENT AS PROPERTY WITH INTRINSIC VALUE AND SHALL NOT BE HELD LIABLE FOR ANY DAMAGE OR LOSS RELATED TO SUCH DIGITAL TOKENS WHATSOEVER, INCLUDING, WITHOUT LIMITATION, MONETARY DAMAGES IMPOSED BY ANY REGULATORY AUTHORITY, EVEN IF DIGITAL TOKENS USED ON THE TEST ENVIRONMENT OBTAIN INTRINSIC VALUE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SBS LABS ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SBS LABS ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (E) INTERRUPTION OR CESSATION OF FUNCTION RELATED TO THE INTERFACE OR SERVICES; (F) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE INTERFACE OR SERVICES; (G) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE INTERFACE OR SERVICES; OR (H) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE SBS LABS ENTITIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SBS LABS FOR THE LAST SIX (6) MONTHS, OR ONE HUNDRED SINGAPORE DOLLARS (100 SGD), WHICHEVER IS THE GREATER; PROVIDED, HOWEVER, THAT THE LIMITATIONS SET FORTH ABOVE SHALL NOT APPLY TO ANY LOSS OR DAMAGE RELATED TO OR ARISING FROM SBS LABS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

Governing Law

These Terms of Service will be governed by the laws of Singapore without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and SBS Labs submit to the personal and exclusive jurisdiction of the courts located within Singapore.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Arbitration Agreement

This Dispute Resolution section is referred to in these Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and SBS Labs, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between you and SBS Labs, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if such claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and SBS Labs are each waiving the right to a trial by jury or to participate in a class lawsuit.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND SBS LABS AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SBS LABS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR COMBINE TWO OR MORE PERSONS’ OR PARTIES’ CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE SUCH RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), WITH THE EXCEPTION THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER THE APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Pre-Arbitration Dispute Resolution

SBS Labs is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by Customer Support here. If such efforts prove unsuccessful, the party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to SBS Labs should be sent to 105 Cecil Street, #24-02 The Octagon, Singapore 069534 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and SBS Labs do not resolve the claim within sixty (60) calendar days after the Notice is received, you or SBS Labs may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SBS Labs will not be disclosed to the arbitrator until after the arbitrator determines the amount to which you or SBS Labs is entitled, if any.

Procedures

Arbitration shall be administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules in force at the time the Claim is submitted, the rules of which are deemed to be incorporated by reference thereto in this section of these Terms of Service. The seat of arbitration shall be Singapore. The tribunal shall consist of one (1) neutral arbitrator to be appointed in accordance with the SIAC Rules for the time being in force, and the language of the arbitration shall be in English. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award, on an individual basis, the same damages and relief that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless you and SBS Labs agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination thereof will be made by SIAC. If your claim is for 10,000 SGD or less SBS Labs agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the SIAC Rules. If your claim exceeds 10,000 SGD, the right to a hearing will be determined by the SIAC Rules. Regardless of the way the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient in explaining the essential findings and conclusions on which the award is based.

Costs

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the SIAC Rules, unless otherwise provided in this Arbitration Agreement. If the value of relief sought is 75,000 SGD or less, at your request, SBS Labs will pay all the Arbitration Fees. If the value of relief sought is more than 75,000 SGD and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, SBS Labs will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, SBS Labs will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the SIAC Rules.

Confidentiality

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

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable in accordance with such modification. If a court or the arbitrator decides that any of the provisions of the subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, the entirety of this Arbitration Agreement will be null and void as a result thereof, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

Changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, SBS Labs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending to SBS Labs a written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

Privacy Policy

For more information regarding how we collect, use, store and otherwise process the data, which may include personal data in relation to the use of Service, please see our Privacy Policy (the “Privacy Policy”). If you are based outside the EEA and UK, by using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms

When using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference thereto in these Terms of Service.

Changes to Terms

We reserve the right, at our sole discretion, to change or modify any portion of these Terms of Service at any time. If we do this, we will publicly post the updated Terms of Service on the Site and will indicate at the top of this page the date that these Terms of Service were last revised. You may read the current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. By continuing your use of the Services, you acknowledge that you have read, understood and agreed to be bound by the Terms of Service (including any revisions). If you do not accept and agree to the existing Terms of Service, you should not access, browse, or use (or continue to access, browse, or use) the Service. Without limiting anything set forth elsewhere in these Terms of Service, SBS Labs shall not be liable to you or any third party for any losses suffered by any revisions to the Terms of Service.

Force Majeure

SBS Labs will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond the reasonable control of SBS Labs.

Entire Agreements

These Terms of Service (together with the terms incorporated by reference thereto in these Terms of Service) constitute the entire agreement between you and SBS Labs governing your access to and use of the Service, and supersede any prior agreements between you and SBS Labs with respect to the Service.

Non-Waiver of Rights

The failure of SBS Labs to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.

Severability

If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.

Assignment

You may not assign, convey, transfer or delegate your rights, duties or obligations under these Terms of Service without the prior written consent of SBS Labs. SBS Labs reserves the right to assign or transfer these Terms of Service, in whole or in part, without restriction. Save in respect of the SBS Labs Entities, a person who is not a party to the Terms of Service has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

Notice

Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

Contact

Please contact us here to report any violations of these Terms of Service or to pose any questions regarding the Terms of Service or the Service.