TERMS OF SERVICE

Last Updated: January 10, 2024

The following terms and conditions (these “Terms of Service” or “Terms”) constitute a legally binding agreement (“Agreement”) between you (“you” or “user”), Superlogic Technologies, Inc. d/b/a Superlogic, Inc. f/k/a OneOf, Inc. (the “Company”), the Company’s White-Label Partners (“WLPs”) and their respective affiliates and subsidiaries (together, “we”, “us”, or “our”). These Terms of Service govern your access to and use of our online websites (including https://superlogic.com and any of its sub-pages (collectively, the “Site”)), platforms, applications, APIs and marketplaces, including any other software, tools, content, features, functionalities, and services offered on, through or in connection with such (collectively, the “Service”).

PLEASE KNOW THAT WE MAY AMEND THESE TERMS AND CONDITIONS AND THE TERMS OF OUR PRIVACY POLICY FROM TIME TO TIME. ALL AMENDMENTS WILL BE POSTED ON THESE TERMS AND CONDITIONS, THE PRIVACY POLICY AND OTHER PLACES WE DEEM APPROPRIATE. IF YOU CONTINUE TO USE THE SERVICE AFTER AN AMENDMENT IS POSTED, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THAT AMENDMENT. THEREFORE, YOU SHOULD REVIEW THESE TERMS AND CONDITIONS AND OUR PRIVACY POLICY EACH TIME YOU USE THE SERVICE TO DETERMINE IF THEY HAVE BEEN UPDATED. YOU CAN TELL WHEN THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY HAVE BEEN LAST UPDATED BY CHECKING THE DATE AT THE TOP OF THE PAGE. WE ENCOURAGE YOU TO KEEP A PRINTED COPY OF THE CURRENT TERMS AND CONDITIONS AND PRIVACY POLICY FOR YOUR REVIEW AND REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS AND PRIVACY POLICY, YOU MUST NOT USE THE SERVICE.

Acceptance of Terms

1. This Agreement constitutes a binding legal contract that governs the ongoing use and access of the Service. You must accept the terms of this Agreement before you may access or use the Service. You can accept the terms of this Agreement by either: (a) clicking to accept or agree where such option is made available to you; or (b) actually using or accessing the Service.

2. By accepting this Agreement, or by accessing or using the Service, you represent and warrant the following:

You are at least 18 years old and have the legal capacity to be bound by this Agreement;
You are at least 13 – 18 years old and have the legal consent from your parent or legal guardian as detailed in our Privacy Policy and we have received a Family Consent Sharing form from your parent or legal guardian; and
all registration information you submit is truthful and accurate; and
If you are accepting this Agreement on behalf of a company or another legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to the entity.

3. Access and use of the Service is subject to the Company’s Privacy Policy (“Privacy Policy”) available at https://www.superlogic.com/privacy-policy/ and such policy is incorporated herein by this reference.

4. Access and use of certain components of the Service (“Service Components”) may be subject to additional terms and conditions (“Additional Terms and Conditions”) as provided by the Company in the place(s) where such Service Components may be accessed or used. You must accept the applicable Additional Terms and Conditions before you may access or use any Service Component. In the event of any inconsistency between the Additional Terms and Conditions and these Terms of Service and/or the Privacy Policy, the Additional Terms and Conditions will control.

5. We reserve the right to update this Agreement at any time, in our sole discretion, and will notify you of such updates either via email or by posting such changes on our Site, or such other reasonable means. You can find the most recent version of this Agreement at https://www.superlogic.com/terms-of-service/ with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. If you do not agree to the revised terms and conditions, your sole recourse is to cancel your account and cease use of the Service. Your continued access and use of the Service, including the continued use or enjoyment of any rewards offered through the Service, following notification of an updated version of this Agreement shall constitute your acceptance of the revised Agreement.

The Service

The Service allows registered users to acquire, purchase and/or collect (collectively, “Acquire“) and/or sell, auction, swap, donate, gift, transfer and/or otherwise dispose of (collectively, “Transfer“), including via trade on one or more peer-to-peer digital collectibles marketplaces operated by the Company (collectively, the “Marketplace”), unique non-fungible tokens (“NFTs”) which are (a) created, developed, produced, minted and initially made available to Acquire through the Service, and (b) implemented entirely for authentication on an Approved Blockchain (as defined below) using smart contracts (collectively, “Badges” or “Digital Badges”). Each Badge, individually and/or as part of a collection of Badges which complete a Challenge (“Challenge Set”), is associated with (a) one or more unique authenticated digital copies of distinct digital assets (“Digital Assets”), (b) one or more distinct physical assets (“Physical Assets”), (c) access to special or curated experiences (“Experiential Access Rights”) and/or (d) a right to receive a specified reward of some other kind from a WLP or third party brand or merchant partner (“Network Partner”), as more fully described in the description associated with such Badge featured via the Service (the “Badge Description”) (collectively, “Badge Rewards”). You can Acquire Badges by redeeming Tokens and/or taking other actions as specified in the applicable Badge Description, or by purchasing via the Marketplace. For the avoidance of doubt, Badges are not intended to constitute value that is equivalent to or can substitute for currency or money.
Network Content. The Service may integrate, be integrated into, or be provided in connection with Network Partners’ services or content (“Network Content”). Network Content is used to provide you access with content and features that will enhance your experience with our Service. We do not control Network Content, and your dealings with Network Content, including but not limited to, participation in promotions, purchase of goods/services, or any other type of involvement with Network Content in connection with your redemption, use and/or exploitation of Badge Rewards, are solely between you and the Network Partners. Therefore, you acknowledge and agree that Company and its affiliates are not responsible or liable for the availability of, nor does Company or its affiliates endorse the products or other materials of the Network Content. You further acknowledge and agree that Company and its affiliates shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any Network Content. Finally, you acknowledge that if you access the Network Content, Network Partners’ terms and conditions and privacy policies apply to your rights and obligations with respect to such access. Accordingly, we strongly encourage you to read the terms of use agreements and privacy policies that apply to such Network Content accessible on Network Partners’ websites. If you would like to stop using certain Network Content at any time, you may be able to turn off certain features within our Service. If you would prefer to stop using Network Content altogether at any time, please stop using the Service.
Submissions and Transmissions. Any communication or material you transmit to us by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like, is and will be treated as, non-confidential and non-proprietary. Anything you transmit may be used by us for any purpose, including, but not limited to, reproduction, disclosure, further transmission, publication, broadcast and posting. Furthermore, we are free to use any ideas, concepts, know-how or techniques contained in any communication you send to us for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products, without any compensation to you.

Use of the Service

1. Acceptable Use. You agree that you will not (and will not permit or encourage any Users or other third party to) directly or indirectly:

Use the Service in any manner or for any purpose other than as expressly permitted by this Agreement;
Use the Service in violation of any federal, state, local, or international laws or regulations;
Reproduce, duplicate, copy, sell, resell, rent, lease, or exploit any portion of the Service, use of the Service, or access to the Service without our prior written consent;
Use the Service to store or transmit malicious code, viruses, Trojan horses, or worms of a destructive nature or that may damage or harm the Service and/or our computer systems;
Use the Service to store or transmit malicious code, viruses, Trojan horses, or worms of a destructive nature or that may damage or harm the Service and/or our computer systems;
Engage in any activities regarded as competitive with the Service or interfere with any other user’s or party’s use of the Service.

2. Notice of Unauthorized Use. You will immediately notify us of any unauthorized use of your Account or the Service that comes to your attention. In the event of any such unauthorized use, you will take all steps necessary to terminate such unauthorized use.

Changes and Updates to the Service

1. Service Change. You understand that the Service may change over time as we refine and add more features or content. We reserve the right to update, modify, delete or discontinue the features, functionality, content or other aspects of the Service, including any and all rewards and offers, at any time, with or without notice, in our sole discretion. Any new features that augment or enhance the current Service, including the release of new tools and software, shall be subject to this Agreement. We do not guarantee the availability of the Service and/or any of the rewards or offers contained therein, and they are all subject to change at any time without notice.

2. Upgrades. We reserve the right to add at any time additional features or functions to, or release new versions of, the Service (any such new features, functions or versions, are referred to as "Upgrades"). For instance, the Upgrades may help us better administer the Service and improve your experience. We may automatically make an Upgrade available without notice to you. In addition, the Upgrades may cause software to revert to the default settings of the current version of such software. Unless we provide you with express notice to the contrary, an Upgrade will not delete or modify any data that would not have been deleted or modified if you had installed the then current version of the software instead of having the Upgrade installed. Finally, although we may make Upgrades available to you, you understand and acknowledge that we have no obligation to do so.

Confidential BETA Test

1. From time to time, we may conduct a limited confidential beta test to allow selected users to test new features, capabilities, and performance of the Service (the “Beta Test”).

2. Beta Test Obligations. . If selected, you hereby agree to test, evaluate, and analyze the Service and provide feedback, suggestions, and comments about the Service as reasonably requested by us (“Feedback”). You may also voluntarily provide Feedback to us. You agree that Feedback is deemed User Content (as defined below).

3. Confidentiality Obligations. YOU MAY NOT DISCLOSE THE EXISTENCE OF, OR YOUR PARTICIPATION IN, THE BETA TEST, AND YOU MAY NOT PUBLISH, DISCLOSE, DISTRIBUTE, TRANSMIT, POST, OR OTHERWISE MAKE AVAILABLE, DIRECTLY OR INDIRECTLY, IN ANY WAY, ANY CONFIDENTIAL INFORMATION (AS DEFINED IN SECTION 13 BELOW), EXCEPT AS REQUIRED BY APPLICABLE LAW OR OTHERWISE EXPRESSLY PERMITTED BY US IN WRITING. You will use Confidential Information solely for the purpose of testing the Service as contemplated by, and pursuant to, these Terms and for no other purpose whatsoever.

User Account(s)

1. Account Registration. To obtain access to the Service as a User, you must register for an account (“Account”) on one of our websites by submitting a registration form with some or all of the following information: your first name, last name, email address, mailing address, phone number and a unique password to login. When registering for an Account you must meet the conditions set forth in Section 1.2 above, including: (a) providing true, accurate, current and complete information about yourself as requested by the registration form for the Service, and (b) maintaining and promptly updating throughout the Term such information to keep it true, accurate, current and complete. Your Account login is personal to you and may not be shared or used by anyone else.

2. Account Information Confidentiality and Security. You are solely responsible for ensuring the confidentiality of your Account login information and maintaining the security of such information. You agree not to authorize any other person to use your Account for any purpose. Except as otherwise provided by applicable law, you are solely responsible for all transactions and other activities authorized or performed using your Account, whether authorized by you or not. If you believe any of your Account credentials, such as your password, have been obtained or used by any unauthorized person or you become aware of any other breach or attempted breach of the security of the Services or your Account, you must notify us immediately by contacting us at the email address provided at the end of this Agreement.

Payment Terms

1. Service Fees. Access and use of the Service is provided free of cost to Users, except with respect to certain Service Components as provided in applicable Additional Terms and Conditions. We reserve the right to charge and/or modify fees for the Service and Service Components in the future. We will notify you before charging any new or changed fees for the Service or Service Components by notifying you electronically, by posting such fees in the place(s) where the Service or Service Component is used or accessed, as applicable, or by any other method permitted by applicable law. If you elect to use the Service or Service Component after such notice, you must pay all applicable fees.

Tokens

1. Purpose. The purpose of tokens (“Tokens”) is to increase consumer loyalty by rewarding you for making certain qualifying purchases and other actions (“Token-Qualified Action”).

2. Transactions Data. Our software can detect a User’s Token-Qualified Actions by accessing their credit or debit card based purchase transactions data (“Transactions Data”). Users can earn Tokens for their Token-Qualified Actions by opting-in to share their Transactions Data with us via our 3rd party Secure Data Gateway Partner (“SDGP”). You always have the option to earn Tokens without sharing any Transactions Data via our SDGP, however, you may receive more opportunities to earn Tokens if you grant permission and connect at least one (1) credit or debit card to your Account. Please note that not all debit and credit cards are eligible to be linked to your Account. All determinations as to whether a card is eligible are at our sole discretion. For example, certain cards are not eligible to be linked to your Account, including, but not limited to, the following: prepaid cards, corporate cards, purchasing cards, store cards which can only be used at their respective retailers’ stores, government-administered prepaid cards (including Electronic Benefit (EBT) cards), healthcare cards (including Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, and insurance prepaid cards), Visa Buxx, PayPal accounts, Chime, Brokerage accounts, Payoneer accounts and cards that are not processed through the Visa U.S.A payment system, the Mastercard payment system, or the American Express payment system. In order to be eligible, it must be issued by a U.S. bank. In addition, you may not be able to link a debit or credit card to your Account if the card is already linked to certain other third-party card-linked offer programs.

For more information on how we use your Transactions Data, see the Privacy Policy. You may opt-out of data sharing on any Linked Card you have registered by de-linking them on your Account or contacting customer support. Please note that if you opt-out of transaction monitoring, certain features of the Service may not be available to you or the performance of certain features of the Service may be limited or not work at all.

3. Use of Linked Cards and Transactions Data. By linking a card in connection with transaction monitoring, you authorize us to share limited information with the third-parties that enable us to provide the Service (“Third-Party Service Providers”) and your Payment Card Network (e.g., Visa, Mastercard, American Express) so it knows you enrolled. You authorize the Company to monitor transactions on your Linked Cards to identify qualifying purchases in order to determine whether you have qualified for or earned rewards from a Network Partner, and for the Payment Card Network to share such transaction details with us to enable your card-linked offer(s) and target offers that may be of interest to you. You agree that the Company may view your transactions made by you with Network Partners.

4. Receiving Tokens. Subject to these Terms, we will automatically provide Tokens to you when you purchase qualifying goods or services with your Linked Cards, via online e-commerce links displayed on the Service, or perform other Token-Qualified Actions identified by us. The Company, in its sole discretion, establishes the terms and conditions for each Token-Qualified Action and determines whether you have satisfied such terms and conditions to receive Tokens. Such terms and conditions are set forth on the Service and may be updated, modified, suspended, or canceled by the Company at any time in its sole discretion.

Not all qualifying purchases made with your Linked Card may be eligible for Tokens if we are unable to obtain certain transaction information from the Payment Card Network associated with your Linked Card. For example, we may be unable to obtain certain transaction information from the Payment Card Network (and you may therefore be unable to receive Tokens) for the following transactions made with your Linked Card:

purchases that require you to enter your Personal Identification Number (“PIN”) for your Linked Card,
purchases you initiate through identification technology that substitutes for a PIN,
payments made through other payment methods (such as a digital wallet or a third-party payment application, where you may choose your Linked Card as a funding source but you do not present your Linked Card directly to the merchant),
payments of existing balances, balance transfers, or
transactions that are not processed or submitted through the Payment Card Network.

Do not use a PIN when paying for a qualifying purchase with your Linked Card if you want the purchase to be eligible for Tokens.

Without limiting any of the other terms of these Terms, if you return, chargeback, cancel, dispute, or otherwise request a credit for a qualifying purchase for which you have already received Tokens, we will reduce the balance of Tokens in your Account by the amount of Tokens you received for such transaction. If the balance of Tokens in your Account is less than the amount of Tokens you received for such transaction, we will offset the applicable amount of Tokens from Tokens you would otherwise receive for future Token-Qualified Actions.

Tokens that you receive as a result of a qualifying purchase at a merchant will generally be reflected in your Account within 1 – 7 Business Days from the end of the calendar month after the date of purchase. Tokens that you receive as a result of a qualifying online purchase will be reflected in your Account after the return period for the purchase has expired. In some cases, it may take longer for Tokens to be reflected in your Account. For purposes of these Terms, “Business Day” means Monday through Friday, excluding federal banking holidays. Without limiting any of the other conditions of these Terms, if we award Tokens to you in error (e.g., we later determine that you did not comply with the terms and conditions of a qualifying purchase or if you chargeback a qualifying purchase), we reserve the right to deduct the applicable Tokens from your Account. You are responsible for making sure the Token balance reflected in your Account is correct. If you believe that your Account does not accurately reflect Tokens that you are eligible to receive, please contact customer support.

Tokens will remain in your Account until we approve redemption of Tokens as described below.

7. Redeeming Tokens. Subject to these Terms and our approval, you may request that we redeem Tokens from your Account. Tokens may only be redeemed from your Account as part of an approved redemption transaction through the Service. Approved redemption transactions that are available to you will be listed on the Service, and we may modify these at any time in our sole discretion. We will deduct Tokens from your Account for any approved redemption transactions.

We use Plaid Technologies, Inc. (“Plaid”) to gather users’ data from financial institutions. By using the Services, you grant us and Plaid the right, power and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored and processed by the Company and Plaid in accordance with the Plaid Privacy Policy. By redeeming Tokens from your Account, you authorize us to electronically deduct from your Account the applicable redemption amount. This authorization will remain in full force and effect until the termination of your Account.

You are solely responsible for verifying the accuracy and completeness of any redemption transaction performed by us hereunder. You must notify us of any errors within 10 Business Days of such information being made available to you. If you do not notify us of any such errors within such 10 Business Days, you will forfeit the right to contest a transaction, except to the extent such forfeiture is prohibited by applicable law.

Certain limits may apply to your redemption of Tokens. For example, unless otherwise permitted on the Service, you may only redeem up to 100,000 Tokens in any day unless otherwise permitted on the Service. Without limiting any of the other conditions of these Terms, we may modify the redemption terms for Tokens at any time in our sole discretion.

8. Taxes. All amounts paid to you hereunder are exclusive of any applicable withholding, sales, use, excise, value-added, or other taxes. You acknowledge and agree that you are responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Service. We are not responsible for determining whether you owe taxes in connection with your access to or use of the Service or for collecting, reporting, or remitting taxes arising from your access to or use of the Service, except for our own income taxes. You agree to promptly and fully reimburse and indemnify us for any taxes, penalties, and interest assessed by any taxing authority regarding amounts owed by you in connection with these.

9. Terms. Depending on applicable tax laws, your receipt of rewards may be subject to reporting to certain tax authorities. In accordance with such laws, we may be required to send to you and file certain forms with tax authorities, such as the IRS Form 1099-MISC (Miscellaneous Income), for any year in which rewards are issued to you. If we request information from you in order to complete a required tax form, and you fail to provide the requisite information, you will be prohibited from redeeming Tokens from your Account until we receive the required information.

10. Additional Terms, Representations, and Requirements. You may only access and use the Service for your own personal, non-commercial use and not on behalf of or for the benefit of any third party. You may not use Tokens to make purchases, to transfer funds to third parties, or for any other purpose, except as expressly permitted by us. You acknowledge and agree that Tokens:

have no cash or other monetary value and do not act as a substitute for real currency;
are issued solely by us and are not underwritten, funded, sponsored, or otherwise provided by any third party, including, but not limited to our merchants, brands, partners, or other clients or business partners; and
are not redeemable or exchangeable for real currency or other monetary value from Company or any other third party, except as expressly provided in these Terms or otherwise required by applicable law. By accessing or using the Services, you agree not to seek to redeem or otherwise claim Tokens from any third party, including, but not limited to our merchants, brands, partners, or other clients or business partners.

You further acknowledge and agree that:

the Company, in its sole discretion, may impose limits, terms, and conditions on Tokens, including, but not limited to, limits on the amount of Tokens that may be received and redeemed, and may adjust or suspend the Token balance in your Account if we suspect fraudulent activities or detect irregularities;
the Company is not a financial institution and does not provide banking or payment processing services;
no consideration or other value is or has been given in exchange for Tokens;
the Company is not a party to your Linked Card transactions; and
the Company is not responsible, and has no liability for, any products or services that are paid for with your Linked Card. You must resolve all disputes related to any products or services that are paid for with your Linked Card directly with the applicable merchant and/or the financial institution that issued your Linked Card.

You may not transfer, assign, sell, gift, exchange, trade, convert, lease, sublicense, rent, or distribute Tokens, except as expressly permitted by the Service and subject to applicable law. Any disposition or attempted disposition of Tokens in violation of these Terms will be void and will result in immediate termination of your Account. We do not recognize or condone any third-party service that may be used to sell, exchange, transfer, or otherwise dispose of Tokens, and we do not assume any responsibility for, and will not support, such transactions.

In addition to your other representations and warranties in these Terms, you represent and warrant that you will not access or use the Service to engage in any illegal, fraudulent, or other illicit activity. In order to redeem Tokens on the Service, you may be required to provide such other information and documents as requested by us to verify your identity and compliance with these Terms, including, but not limited to, your representations and warranties herein. For our compliance purposes and in order to provide the Service to you, you hereby authorize us to, directly or through a third party, obtain, verify, and record information and documentation for purposes of verifying your identity and your Linked Card and redemption Account information.

11. Token Bonus, Limited Time Promotion. Users may receive a Token bonus on sign up, eligible card link or other Token-Qualified Action, pending Account verification (including but not limited to, verifying transactional data, and at the sole discretion of the Company), during certain limited time promotion.

12. Referral Token Bonus, Limited Time Promotion. Users may receive Token(s) per eligible and completed referral sign up, pending Account verification (including but not limited to, verifying transactional data, and at the sole discretion of the Company), during certain limited time promotion.

Marketing

1. By signing up for the Service, you agree to receive marketing emails or text messages regarding the Service from Company or its affiliated partners. Users may opt-out of these communications at any time by unchecking the opt-in during sign up, by selecting “unsubscribe” within an email, replying “stop” within an SMS message, or by emailing support@superlogic.com. Messaging and data rates apply and are the sole responsibility of the user.

2. Text message communications will be sent from one of the following toll-free telephone numbers: 8337202254, 8337202253, 8335781782, 8335781781, 8449201337, 8449201337

Ownership and Proprietary Rights in the Services

1. All right, title, and interest in and to the Service, including any updates, upgrades, and modifications thereto, and any associated patents, trademarks, copyrights, mask work rights, trade secrets, and other intellectual property rights, belong solely and exclusively to the Company and its licensors, and, except as expressly set forth in these Terms, we do not grant you any licenses or other rights, express or implied, to the Service.

2. You acknowledge and agree that the Service is protected by applicable copyright, trademark, and other intellectual property laws. All words and logos displayed in connection with the Service that are marked by the ™ or ® symbols are trademarks and service marks of the Company and/or their respective owners. The display of a third-party trademark in connection with the Service does not mean that we have any relationship with that third party or that such third party endorses the Service or the Company.

Acknowledgment of Proprietary Rights.
By using our Service, you acknowledge that all information, content and materials contained within our Service (in any form or media, the "Materials") may be protected by one or more copyrights, patents, trademarks, trade secrets, or other proprietary rights owned by us, our content suppliers or licensors, or by other individuals whose content have been submitted to the the Service. Except for Third-Party Content which are in the public domain, you may not modify, publish, participate in the transfer or sale of, create derivative works from, or in any other way exploit the Materials, except as expressly set forth in these Terms. The trademarks, logos, and service marks (whether or not registered, collectively the "Trademarks") displayed through the Service (including Third-Party Content), are Trademarks of WLPs and/or third parties. Except in connection with Badges as licensed hereunder, you have no right to use the Trademarks in any way and nothing contained on the Service should be construed as granting to you, by implication, estoppel or otherwise, any license or right to use any Trademark without our written permission or the written permission of the third party that owns the Trademark.

3. Subject to these Terms, we hereby grant you a limited, revocable, personal, non-exclusive, and non-transferable right and license to access and use the Service solely for your personal, non-commercial, entertainment purposes. Except as expressly provided by these Terms or as otherwise expressly permitted by us, you may not use, modify, disassemble, decompile, reverse engineer, reproduce, distribute, rent, sell, license, publish, display, download, transmit, or otherwise exploit the Service in any form by any means. Without limiting the foregoing, you agree not to (and not to allow any third party to):

gain unauthorized access to the Service;
use any robot, spider, scraper, or other automatic or manual device, process, or means to access or copy the Service;
take any action that imposes or may impose (in our sole determination) an unreasonable or a disproportionately large load on the Service or our infrastructure;
utilize any device, software, or routine that will interfere or attempt to interfere with the functionality of the Service;
rent, lease, copy, provide access to or sublicense any portion of the Service to a third party;
use any portion of the Service to provide, or incorporate any portion of the Service into, any product or service provided to a third party;
remove or obscure any proprietary or other notices contained in the Service; or
use the Service for any illegal or unauthorized purpose.

4. Badges. An “Acquired Badge” means a Badge that you Own; and “Own” means any Badge that you acquired via valid Acquisition or Transfer on the Marketplace or via a transfer made through other means (a “Third Party Transaction”). You have the right to Transfer your Acquired Badges at your discretion via the Marketplace or a Third Party Transaction.

Licenses

Digital Assets. For purposes hereof, “Digital Assets” means the aggregate of NFT Media File, Preview Content, and Vault Content, and generally excludes the underlying copyright of such work or files.
NFT Media File on Decentralized Storage. Subject to the terms and conditions of the Terms, each holder of an Acquired Badge is granted a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license, solely during that period of time during which such holder Owns an Acquired Badge, and to the extent applicable, to obtain permanent downloads of, stream, and/or view the NFT Media File specifically associated with each such Acquired Badge, stored on IPFS or other decentralized storage solutions, solely in each case only for individual, personal and noncommercial use(s).
Preview Content. Subject to the terms and conditions of the Terms, each holder of an Acquired Badge is also granted a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license, solely during that period of time during which such holder Owns an Acquired Badge, to use and display that Preview Content, which may be part of the NFT Media File specifically associated with such holder’s Acquired Token, stored on IPFS or other decentralized storage solutions, solely for individual, personal, noncommercial use(s) in order to (i) promote, in any and all media, a holder’s planned Transfer of the Acquired Badge, and/or (ii) promote and showcase, in any and all media, such holder’s ownership of the applicable Acquired Badge. For purposes hereof, “Preview Content” means, on a Badge-by-Badge basis, (i) audio-only or audio-visual promotional clips of less than ninety seconds (:90) in length each which may be derived from Vault Content associated with such Badge and/or (ii) promotional descriptions of any Experiential Access Rights applicable to such Badge.
Vault Content. Subject to the terms and conditions of the Terms, each holder of an Acquired Badge is also granted a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license, solely during that period of time during which such holder Owns an Acquired Badge, to use and display certain Vault Content stored on Company centralized server(s), which may be full length or extended length versions of the NFT Media File or Preview Content, specifically associated with such holder’s Acquired Badge, solely for individual, personal, noncommercial use(s). Holder may NOT promote, showcase, display, stream, share, list or exhibit Vault Content in any manner that may be deemed public without the express written permission of the underlying copyright owners of the Vault Content. Vault Content may only be accessed on Company Digital Properties, and access may require further verification from such holder through depositing Acquired Badge into Company’s custodial wallet for such holder. For purposes hereof, “Vault Content” means, on a Badge-by-Badge basis, (i) full-length or extended-length audio-only or audio-visual files associated with such Badge, subject to additional rules as imposed by the underlying copyright owners of the Vault Content and/or (ii) detailed rules governing any Experiential Access Rights applicable to such Badge.
Badge Descriptions. Subject to the terms and conditions of the Terms, each holder of an Acquired Badge is also granted a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right and license, solely during that period of time during which such holder Owns an Acquired Badge, to use and display the Badge Description specifically associated with such holder’s Acquired Badge solely for individual, personal, noncommercial use(s) in order to (i) promote, in any and all media, a holder’s planned Transfer of the Acquired Badge, and/or (ii) promote and showcase, in any and all media, such holder’s ownership of the applicable Acquired Badge.

License Restrictions. You agree that you may not, nor permit any third party at any time to do or attempt to do any of the foregoing without Company’s express prior written consent in each case: (i) modify, edit or repurpose the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge in any way; (ii) commercialize the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge, including using such Digital Assets, Preview Content, Vault Content or Badge Descriptions to advertise, market, or sell any third party product or service; (iii) use the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) use the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (v) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge; (vi) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge; or (vii) otherwise utilize the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge not specifically permitted herein. You further agree that you must (1) comply with all applicable laws in your use of the Digital Copies, Preview Content or Badge Descriptions; (2) except as is expressly provided herein, you are not granted (x) any commercial, sale, resale, reproduction, distribution or promotional use rights respecting the Digital Copies, Preview Content or Badge Descriptions, or (y) any rights for uses that require a synchronization or public performance license with respect to any musical compositions embodied in any Digital Copies, Preview Content or Badge Descriptions. You acknowledge and agree that Company (or, as applicable, its licensors (including, without limitation, content owners and providers)) owns all legal right, title and interest in and to the intellectual property embodied in the Digital Assets, Preview Content and/or Badge Descriptions associated with your Acquired Badge, and that your rights are limited to utilizing the Digital Assets, Preview Content, Vault Content or Badge Descriptions as is specifically set forth herein. The rights that you have in and to the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge are limited to those described in the Terms. Company (or, as applicable, its licensors) reserves all rights in and to the Digital Assets, Preview Content, Vault Content or Badge Descriptions associated with your Acquired Badge not expressly granted to you in the Terms. Any unauthorized reproduction or distribution of Digital Copies, Preview Content or Badge Descriptions is expressly prohibited and may violate applicable law and you are not permitted to infringe the rights of copyright owner(s) of the sound recordings and music compositions embodied in Digital Assets, Preview Content, Vault Content or Badge Descriptions. Holders of Acquired Badges agree to comply with additional restrictions on their use of Badges as reasonably requested by the Company from time to time and at any time.
Marketplace Transactions.

Accounts. In order to be eligible to conduct transactions on the Marketplace, Users must register and create a personal account associated with the Marketplace (“Marketplace Account”). Registration and creation of a Marketplace Account are both accomplished directly on the Site. You must provide accurate and complete registration information when you create a Marketplace Account. By creating a Marketplace Account, you agree to provide accurate, current and complete account information about yourself, maintain and promptly update your account information as necessary and keep and maintain the security of your account information. Company reserves the right to reclaim usernames without liability to you. You are responsible for the security of the username and password associated with your Marketplace Account. Once signed-in with a Marketplace Account, Users will have full access to Marketplace content and features and will be able to view all available Marketplace Badge offerings. You accept all liability and risks regarding any unauthorized access to your Marketplace Account.
Payment Method. Upon establishing their Marketplace Account, Users can participate in Marketplace Badge offerings subject to having a valid payment method for the particular Marketplace Badge offering. A valid payment method may include (i) a credit or debit card linked to the User’s Marketplace Account and/or (ii) other means which the Service may make available. In addition, in certain instances, eligibility to participate in a Marketplace Badge offering may be contingent upon prepayment to Company of cryptocurrency in an amount equal to or in excess of the USD value bid price for a Marketplace auction as set forth in the Badge Description or the Bidding Rules (as defined below). Furthermore, in the event that a User has completed a secondary sale on the Marketplace and the funds associated with that sale are pending settlement, such secondary sales proceeds may be credited to the User for purposes of eligibility to participate in Marketplace Badge offerings. In these cases, the prepaid cryptocurrency, or sales proceeds pending settlement, are a valid payment method for purposes of these terms. In order to use any withdrawal functions made available on the Service, you must (1) be signed in with a Marketplace Account and (2) register for an account (“Wise Account”) with Wise US Inc. (“Wise”) at https://wise.com/register/#/email and agree to Wise’s Terms of Service and Privacy Policy. Any funds held in or transferred through your Wise Account are held or transferred by Wise’s financial institution partners. You must be at least 18 years old to create a Wise Account. You authorize us to collect and share with Wise your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Wise Account through the Site and receive notifications related to your Wise Account by us, not Wise. We will provide customer support services for your Wise Account as it relates to your Marketplace Account. You can withdraw funds (minimum $100 USD per transaction) from the credit balance designated ‘Available For Withdrawal’ associated with your Marketplace Account, and we will use Wise to transfer such funds to your Wise Account. There is a $5 USD transaction fee for all such financial transfers to your Wise Account. We reserve the right to block, cancel, terminate, or otherwise invalidate any attempted withdrawal of funds if we have evidence of or reason to suspect fraudulent activity, noncompliance with applicable KYC regulations and/or violation of these Terms together with any terms or conditions referenced herein. The Company can be reached at www.superlogic.com and support@superlogic.com for any additional questions or inquiries.
Badge Transfers. Badges are initially held in the Company custodial wallet. Company provides enterprise grade custodial services for your Acquired Badges for free. You can Transfer any Acquired Badge to other Users through the Marketplace. Initial sales of Badges will occur either pursuant to a stated sales price or via a bidding process which takes place on the Marketplace. Additional Marketplace auction bidding rules and regulations (the “Bidding Rules”) may be disclosed in association with specific Badges auctions. You may not list any NFT other than a Badge for sale in the Marketplace. Any valid payment method for your Marketplace Account can be utilized for purposes of acquiring Badges, including through the auction bidding process. Bids will be valued on a USD as-converted basis where non-USD denominated assets are converted to their USD value using the market conversion rate at the time the bid is placed. Upon expiration of the time allotted for the bidding process, the highest bid will be selected and entered as part of a binding purchase of the applicable Badge. These purchase transactions will be processed for execution and recorded on the Company internal databases. Subsequently to a purchase and subject to an applicable holding period, typically 30 days or less, based on Company’s then-current chargeback and risk-mitigation policies, which may be updated from time to time, and further subject to your compliance with any necessary KYC/AML requirements, settlement and payouts of sales proceeds will be available to you in USD fiat currency provided that you have linked a valid bank account to your Marketplace Account. You may Transfer your Acquired Badge to a self-custodied crypto wallet on the applicable blockchain through an export function from the Marketplace. You may use an import function to redeposit your Acquired Badge at a later date, in order to take advantage of enterprise grade custodial services provided by the Company for free.
Appointment as Agent for Transfer on the Marketplace of Acquired Badges. In the event that you effect a Transfer via a sale or auction of any Acquired Badge to another User through the Marketplace, to the extent applicable you hereby appoint Company as your limited payments agent for the sole purpose of receiving, holding and settling to you payments made for your Acquired Badges through the Marketplace. Company will settle to you payments that are actually received by Company as good funds, less any amounts owed to Company including fees and secondary resale royalty collected by Company on behalf of the relevant IP holders and other obligations, and subject to these terms. You agrees that any payment received by Company on your behalf in connection with a Transfer on the Marketplace of an Acquired Badge shall be deemed a payment to you, and satisfies the obligation of the User that Acquires the Acquired Badge to make payment to you, regardless of whether Company actually settles such payment to you. If Company does not settle any such payments as described in this section for a binding purchase of the applicable Acquired Badge, you will have recourse only against Company and not the User that Acquires the Acquired Badge, as payment is deemed made by that User to you upon receipt of good funds and confirmation of the transaction by Company.
Taxes. In no event shall the Company be responsible for determining the tax implications of your transactions on the Marketplace. You are solely responsible for determining what, if any, taxes apply to your Marketplace Badge transactions.
Prohibited Persons. No Prohibited Person may register and create a Marketplace Account or otherwise make use of the Service. “Prohibited Person” shall mean: (i) any resident, the government or a government official of Cuba, Democratic People’s Republic of Korea (North Korea), Iran, Syria or Crimea (a region of Ukraine annexed by the Russian Federation); (ii) any person or entity controlled by a person listed on the “Specially Designated Nationals and Blocked Persons” (“SDN”) List and the Non-SDN List, including the Sectoral Sanctions Identifications List, published by OFAC; the Section 311 Special Measures for Jurisdictions, Financial Institutions, or International Transactions of Primary Money Laundering Concern published by FinCEN; and, any other foreign terrorist organization or other sanctioned, restricted, or debarred party; or, (iii) any person that Company, it is sole discretion, deems to have violated any of these Terms.

Company’s Management of Marketplace. Company reserves the right, but does not undertake the obligation to: (i) monitor or review the Marketplace for violations of the Terms and for compliance with Company’s policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates the Terms; (iii) manage the Marketplace in a manner designed to protect Company’s and third parties’ rights and property or to facilitate the proper functioning of the Marketplace; (iv) screen Users, or attempt to verify the statements of Users; (v) monitor disputes between you and other Users or to terminate or block you and other Users for violating the Terms; and/or (vi) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Marketplace Assets or any portion thereof. “Marketplace Assets” means all legal right, title, and interest in and/or to the Marketplace, its content, components, elements, the compilation and collection thereof, and all intellectual property rights associated with any of the foregoing. Marketplace Assets do not include the Badges or Badge Rewards, or the rights relating thereto.

WITHOUT LIMITING ANY OTHER PROVISION OF the TERMS, COMPANY RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE MARKETPLACE TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION, FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN the Terms, OR violation OF ANY APPLICABLE LAW OR REGULATION.

Assumption of Risk. You assume any and all risk arising out of your use of the Marketplace. Those risks may include, but are not limited to, the following:

Badge Market Risk. Market prices for Badges can be volatile and highly unpredictable. Whether the future market price for a Badge will move up or down or even sustain a market value is a speculation and unknowable. The Service makes no representations or warranties about the future market price of any Badge or whether a Badge will always be tradable on the Marketplace. In agreeing to the Terms, and in accessing the Marketplace, you disclaim any reliance on Company regarding the future market price or tradability of any Badge. Notwithstanding anything contained in any of the Terms to the contrary, any Badge is subject to delisting and/or takedown, without or without prior notice, in our sole discretion.
Liquidity Risk. Markets for Badges may be illiquid. There is no guarantee that the market for any Badge will be active and liquid or permit you to liquidate Badges when desired or at favorable prices.
Legal Risk. Although Badges are intended to be collectables, not investments, the legality of owning Badges, buying, selling or trading of them may not be clear and may vary under the laws of different jurisdictions throughout the world. The Company is not registered as a broker-dealer or an investment adviser in the United States or anywhere else in the world. Whether and on what basis a Badge may constitute property, an asset, a security or a right varies from one jurisdiction to another. You are responsible for knowing and understanding the laws applicable to you or your property, rights or assets and taxes on the Badges you trade.
Risks of Prepayment. The fiat and cryptocurrency prepaid into your Marketplace Account for prepayment purposes in order to be eligible to bid on certain Marketplace auctions will be considered sales proceeds of the Company and its affiliates at the time of prepayment. The Company and its affiliates are permitted to use any fiat and cryptocurrency received for their own benefit, investment, and use while accounting for them in your Marketplace Account for purpose of bidding or providing full refund to you in the original fiat or cryptocurrency used, less any 3rd party processing fees, if you do not win a bid. Prepayment of fiat or cryptocurrency exposes your fiat and cryptocurrency to risks of total loss from, among others things, security breaches from cyber-attacks that hack and steal fiat or cryptocurrency, electronic or technological failures that impede or prevent market access and market performance, and any insolvency, bankruptcy, or material financial losses of or incurred by the Company or any of its affiliates.
Risk of Account Freeze. The Company may freeze your Marketplace Account, including any Badges, in the event that you are believed to be engaged in suspicious activity or to be in breach of any of the Terms. If your Marketplace Account is frozen, you will not be able to make Acquisitions or Transfers to or from your Marketplace Account. This may result in the closure of your open orders.
Market Default Risk. The Company operates and administers the Marketplace and acts as Agent for Transfer on the Marketplace of Acquired Badges. There is always a risk that one or more market participants will renege, default, or otherwise fail to honor their financial obligations or will be unwilling or unable to abide by the terms of their agreements.
Conflicts of Interest. The Company charges fees for trading and therefore benefits from secondary trading activity regardless of whether the trading is profitable to you. The Company has no duty to act on your behalf and undertakes no responsibility to do so.
Regulatory Framework. The current regulatory framework governing digital tokens, crypto-currencies and/or blockchain technologies is nascent and uncertain, and new regulations or policies may materially adversely affect the potential value of your Acquired Badge(s).
Total Risk of Loss. You are able to bear a total loss in the value of your Acquired Badges.

Cancellation and Termination

1. Term. This Agreement is effective and you will continue to be a member until we terminate your Account or you properly cancel your Account in accordance with this Agreement (“Term”).

2. Termination. You are solely responsible for properly canceling your Account. You may cancel your Account at any time by sending us an email at support@superlogic.com. All cancellations will be processed within forty-eight (48) hours of receipt of the request for cancellation. We reserve the right to in our sole and absolute discretion, to temporarily suspend access to the Service (in whole or in part) for: (a) scheduled or unscheduled maintenance; (b) purposes of maintaining the security and/or integrity of our network, hardware, or associated systems or those of its third party providers; or (c) the actual or suspected violation of this Agreement.

3. Effect of Termination. Upon termination of this Agreement or cancellation of your Account, all licenses and other rights granted to you hereunder will immediately terminate and you will lose access to and will cease all use of the Service (including all rewards and/or discounts offered through the Service). For avoidance of doubt, you understand and agree that any rewards that you obtained through the Service during the Term may not be used beyond the termination of this Agreement or cancellation of your Account.

Third Party Linked Service and Content

1. The Service may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including but not limited to websites, directories, servers, networks, systems, information and databases, software, applications, programs, products and/or services, and the Internet as a whole. When you engage a third party’s website or service which is linked to the Service, you are interacting with the third party and not with us. Such linked websites are not under our control and we are not responsible for the contents of any linked website or any link contained within a linked website, or any changes or updates to such websites maintained by third parties. All rewards and offers that you pursue or other transactions you engage in using the Service are between you and the transacting party. The Company is not an agent of any such transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. The Company shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services.

Proprietary Rights

1. Our Proprietary Rights. As between you and us, we and our licensors own and reserve all right, title and interest in and to the Service, including all intellectual property rights therein. You hereby grant to us and our contractors the right to use, modify, adapt, reproduce, distribute, display and disclose any information or data you transmit to the Service solely to the extent necessary to provide you with the Service or as otherwise permitted by this Agreement and the Privacy Policy.

2. Trademarks. The Service contains valuable trademarks owned and used by us to distinguish the Service from those of others. The Service may also contain references to other entities’ trademarks and service marks, but such references are for identification purposes only and are used with the permission of their respective owners. We do not claim ownership in, or any affiliation with, any third-party trademarks or service marks appearing on the Service. You agree not to use or display, except as expressly permitted hereby, any trademarks you do not own without our prior written consent or the consent of the owner of such mark.

Confidentiality

1. In connection with this Agreement, you may receive or have access to Confidential Information of the Company. For purposes of this Agreement, “Confidential Information” means the terms of this Agreement, and all technical and non-technical information concerning or related to the Company’s or its affiliates’ respective products, services, and general business operations, information of or concerning the Company’s or its affiliates’ users or employees, and any and all data, information and materials related to any of the foregoing. You agree that you shall not disclose Confidential Information to any third party, except to your employees who have a need to know and are bound by written confidentiality obligations no less restrictive than these. Confidential Information remains the sole and exclusive property of the Company.

Electronic Communications

1. By registering for the Service, you understand that we may send you or your Users communications or data regarding the Service, including but not limited to updates, and promotional information and materials regarding the Service, all in electronic form via the email address you specified when you registered. You may unsubscribe your members from such communications by contacting us at support@superlogic.com anytime.

Disclaimer of Warranties

1. WE PROVIDE OUR SERVICE TO YOU “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”. YOU AGREE THAT ANY USE OF AND RELIANCE UPON THE SERVICE (INCLUDING ANY AND ALL OF THE INFORMATION, CONTENT, AND/OR MATERIALS CONTAINED THEREIN, OR RESULTS OBTAINED THEREFROM) BY YOU IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN ADDITION, THE COMPANY DOES NOT WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE. THE COMPANY MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE MERCHANT OR ADVERTISERS LISTED ON THE SERVICE. ACCORDINGLY, WE SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS. YOUR PURCHASE AND USE OF THE PERKS, DISCOUNTS, OR PRODUCTS AND SERVICES OFFERED BY THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.

Indemnification

1. You agree to indemnify, defend, and hold harmless the Company, its subsidiaries, WLPs, and affiliates, and all of their respective officers, directors, employees, agents, licensors, suppliers and any third-party information providers against all claims (including all associated costs, expenses and reasonable attorneys’ fees) from and against any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees and court costs) arising out of or related to: (a) your breach of these Terms, or (b) your violation of applicable laws, rules, or regulations in connection with the Service.

Limitation of Liability

1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR RESPECTIVE OFFICERS OR EMPLOYEES, PRINCIPALS, DIRECTORS, MEMBERS, AGENTS, CONSULTANTS, SUBSIDIARIES, PARENT COMPANY OR AFFILIATES (TOGETHER “RELATED PARTIES”) BE LIABLE TO YOU (OR ANY PARTY CLAIMING THROUGH YOU) FOR FOR ANY DAMAGES OR LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICE INCLUDING, WITHOUT LIMITATION, DAMAGES TO YOUR SYSTEMS AND/OR YOUR SOFTWARE AND/OR DATA, COMPUTER FAILURE OR MALFUNCTION, COMPUTER VIRUS TRANSMISSION, PERFORMANCE DELAYS OR COMMUNICATION FAILURES OR SECURITY BREACHES.

2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, AND ITS OFFICERS, EMPLOYEES, AND AFFILIATES MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO THE COMPANY IN THE TWO MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

3. Damage Caused by Third Parties. You agree that Company, WLPs and Related Parties are not responsible for, and Company, WLPs and Related Parties expressly disclaim any liability for, any damage, loss, or injury you may incur as a result of actions taken by other parties who access or use the Service, including, without limitation, damages resulting from hacking, tampering, cheating, or disseminating malware from the Service.

Miscellaneous

1. Removal. If you do not agree to accept and comply with any provision of this Agreement, or any amendment made by the Company to this Agreement, you must immediately stop using the Service. If you have downloaded any software in connection with the Service, you must immediately uninstall such software.

2. Digital Millennium Copyright Act. If you are aware of or believe there is any infringing content or other material on our Service, please notify us. We respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other applicable intellectual property laws, which may include removing or disabling access to material claimed to be the subject of infringing activity.

3. Dispute Resolution by Binding Arbitration. Many user concerns can be resolved quickly and to the user's satisfaction by contacting us at the email address below. If, however, there is an issue that needs to be resolved, this Section 18.3 describes how both of us will proceed.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH US AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.

Any claim or dispute between you and the Company, WLPs or Related Parties arising out of or relating in any way to the Service, this Agreement, marketing by WLPs or Network Content, including claims that arise after the termination of this Agreement, shall be resolved through final, binding arbitration.

The obligation to arbitrate applies regardless of whether the claim or dispute involves a tort, fraud, breach of contract, misrepresentation, product liability, negligence, violation of a statute, or any other legal or equitable theory. We each agree that each of us may bring claims against the other only in an individual capacity and not in a class action or representative proceeding, REGARDLESS OF WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT. All arbitrations shall be conducted on an individual (and not a class-wide) basis and an arbitrator shall have no authority to award class-wide relief. You acknowledge and agree that this Agreement specifically prohibits you from commencing arbitration proceedings as a representative of others or joining in any arbitration proceedings brought by any other person.

A party who intends to proceed with a claim or dispute must first send to the other a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute and setting forth the specific relief sought. All Notices to us shall be sent via registered mail at the address provided at the end of this Agreement. We will send notice to you via email to the email address we have on file for you, if any, or otherwise via a reasonable method. Upon receipt of such Notice, the other party shall have a thirty (30) day period in which it may satisfy the claim against it by fully curing the dispute and/or providing all the relief requested in the Notice. After the expiration of such thirty (30) day cure period, either party may commence an arbitration proceeding if the claim has not been fully satisfied.

The arbitrator has the authority to grant any remedy that would be available in court, except that the arbitrator may not issue relief on behalf of a class or otherwise issue class-wide or group relief. You acknowledge and agree that each party shall pay the fees and costs of its own counsel, experts, witnesses, and filing fees and the parties shall split the cost of the arbitrator.

If any aspect or portion of this Section 18.3 is found to be illegal or unenforceable, that aspect or portion will be severed with the remainder of Section 18.3 remaining in full force and effect.

YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE YOU FIRST USED THE SERVICE BY SENDING A REQUEST THROUGH REGISTERED MAIL TO US. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SEND A SIGNED WRITTEN NOTICE AND THE DATE YOU FIRST USED THE SERVICE. UNTIMELY OPT-OUTS WILL NOT BE VALID AND YOU MUST THEN PURSUE YOUR CLAIM THROUGH ARBITRATION PURSUANT TO THESE TERMS.

4. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Service. It supersedes any and all proposals, oral or written, negotiations, conversations, discussions, or agreements between the Parties relating to your use of the Service (including, without limitation, any prior versions of this Agreement).

5. No Waiver. Our failure to enforce any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision, right or remedy in that or any other instance.

6. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the Parties agree that such provision shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the Parties, and that the remaining provisions shall remain in full force and effect.

7. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, and the Federal Arbitration Act, 9 U.S.C. § 1 et seq., without regard to its principles regarding conflicts of law. You agree that, as provided in Section 18.3, disputes shall be resolved by binding arbitration. You also agree that if you or the Company should nonetheless file a lawsuit against the other or any Related Parties, regardless of the validity of the suit or whether it can be maintained or is prohibited by Section 18.3, the sole and exclusive forum, jurisdiction, and venue for such lawsuit shall be in courts of competent jurisdiction located in New York county, New York, and you hereby submit to and irrevocably waive all objections to such jurisdiction, forum, and venue.

8. Agreement Binding on Successors. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

9. Survival of Terms. After expiration of your Term, any and all terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.

Contacting Us

Please also feel free to contact us if you have any questions about our Terms of Service or practices. You may contact us at support@superlogic.com or at our mailing address below:

Superlogic Technologies, Inc.
2045 Biscayne Boulevard #333
Miami, FL 33137