Terms of Use

Last Updated: June 4, 2024

Welcome to SuperVerse, owned and operated by SuperFarm Foundation (“SuperFarm,” “SuperVerse,” “we,” “us” or “our”). Please read these Terms of Use (the “Terms”) and our Privacy Policy https://superverse.co/legal/privacy (“Privacy Policy”) carefully because they govern your use of the SuperVerse website located at https://superverse.co/legal/privacy (the “Site”), the content and functionalities accessible via the Site, and our online services and software provided that are accessible via the Site (the Site, content, functionality, and associated services collectively, the “Services”). For clarity, the Services do not include the SuperVerse smart contract, $SUPER tokens, or any other aspect of the Ethereum or other blockchain-based network with which the Services interact.

All services, in particular, the Digital Asset Rewards (defined below), not available in the United States are not offered to persons or entities who reside in, are citizens of, are located in, are incorporated in, or have a registered office in the United States of America (collectively, “US Persons”). Moreover, none of our services, in particular, the Digital Asset Rewards, not available in the United States are offered to persons or entities who reside in, are located in, are incorporated in, or have a registered office in any restricted territory, as defined below (any such person or entity from a restricted territory, a “Restricted Person”). We do not make exceptions; therefore, if you are a US Person or a Restricted Person, then do not attempt to use the services, in particular, the Digital Asset Rewards, that are not offered in the United States. Use of a virtual private network (“VPN”) to circumvent the restrictions set forth herein is prohibited.

Important Notice Regarding Arbitration: When you agree to these Terms you are agreeing (with limited exception) to resolve any dispute between you and SuperVerse through binding, individual arbitration rather than in court. Please review carefully Section 15 “Dispute Resolution” below for details regarding arbitration. However, if you are a resident of a jurisdiction where applicable law prohibits arbitration of disputes, the agreement to arbitrate in Section 15 will not apply to you but the provisions of Section 14 (Governing Law and Forum Choice) will still apply.

1. Agreement to Terms

By using the Services, you agree to be bound by these Terms. If you do not want to be bound by these Terms, do not use the Services.

a. Additional Terms

These Terms only govern your use of the Services. The access to and use of other projects relating to SuperVerse, which may be referenced on the Site (e.g., Impostors), are subject to the separate terms of such other projects.

2. Privacy Policy

Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

3. Changes to These Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do, we will let you know by posting the updated Terms on the Site. It is important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore. We may change or discontinue all or any part of the Services at any time, and without notice, at our sole discretion.

4. Who May Use the Services?

a. General

You may use the Services only if you are at least 18 years old, capable of forming a binding contract with SuperVerse, and not otherwise barred from using the Services under applicable law.

b. Compliance

The following Section 4(b) applies to all Services, in particular, the Digital Asset Rewards, not available in the United States. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services. Without limiting the foregoing, by using the Services, you represent and warrant that:

  1. You are not a resident, national, or agent of Algeria, Bangladesh, Bolivia, Belarus, Burundi, Burma (Myanmar), Côte D'Ivoire (Ivory Coast), Crimea and Sevastopol, Cuba, Democratic Republic of Congo, Ecuador, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Somalia, Sudan, Syria, Venezuela, Yemen, Zimbabwe or any other country to which Canada, Panama, the United States, the United Kingdom or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”).
  2. You are not a member of any sanctions list or equivalent (collectively, “Sanctions Lists Persons”) and you do not intend to transact with any Restricted Person or Sanctions List Person.
  3. You do not, and will not, use VPN software or any other privacy or anonymization tools or techniques to circumvent, or attempt to circumvent, any restrictions that apply to the Services.
  4. You have obtained all required consents from any individual whose personal information you transfer to us in connection with your use of the Services.
  5. Your access to the Services is not (a) prohibited by and does not otherwise violate or assist you to violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or another directive, requirement, or guideline, published or in force that applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over SuperVerse, you, the Site, or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity; or (b) contribute to or facilitate any illegal activity.

c. Our Rights

We reserve the right, but have no obligation, to monitor where our Services are accessed from. Furthermore, we reserve the right, at any time, in our sole discretion, to block access to the Services, in whole or in part, from any geographic location, IP addresses and unique device identifiers or to any user who we believe is in breach of these Terms.

5. Feedback

We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you.

6. SuperVerse Intellectual Property

We may make available through the Services content that is subject to intellectual property rights. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.

7. General Prohibitions and SuperVerse Enforcement Rights

You agree not to do any of the following:

  1. Use, display, mirror, or frame the Services or any individual element within the Services, SuperVerse’s name, any SuperVerse trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without SuperVerse’s express written consent.
  2. Access, tamper with, or use non-public areas of the Services, SuperVerse’s computer systems, or the technical delivery systems of SuperVerse’s providers.
  3. Attempt to probe, scan, or test the vulnerability of any SuperVerse’s system or network, or breach any security or authentication measures.
  4. Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by SuperVerse or any of SuperVerse’s providers or any other third party (including another user) to protect the Services.
  5. Attempt to access or search the Services, or download content from the Services, using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by SuperVerse or other generally available third-party web browsers.
  6. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms.
  7. Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services.
  8. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services.
  9. Impersonate or misrepresent your affiliation with any person or entity.
  10. Violate any applicable law or regulation.
  11. Encourage or enable any other individual to do any of the foregoing.

SuperVerse is not obligated to monitor access to or use of the Services or to review or edit any of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

8. Outside Links, Materials and Terms

a. The Services may link to, embed, integrate or connect third party services, such as any labeled under or as “Partners” on the Site (“Outside Materials”). Outside Materials may be subject to additional legal terms (“Outside Terms”) made available by their third-party provider

b. These Terms don’t apply to Outside Materials. We are also not a party to Outside Terms. By using the Services, you acknowledge and agree that we are not responsible for, and disclaim all liability for, the performance and reliability of Outside Materials and any act or omission of any provider of Outside Materials. We do not warrant, endorse or otherwise guarantee the Outside Materials’ integration, interoperation or support with the Services

c. You acknowledge that you have sole responsibility for, and assume all risk arising from, your use of any third-party resources

9. Digital Asset Rewards

You may, through the Services, receive digital assets (e.g., tokens or collectibles), each as offered by one or more third parties, in connection with your use of certain Outside Materials (the “Digital Asset Rewards”). In order to access these Digital Asset Rewards, you must first connect a third-party digital asset wallet or use the non-custodial solution provided by SuperVerse, as applicable. While SuperVerse may document your eligibility for such Digital Asset Rewards, SuperVerse does not offer, sell, or issue the Digital Asset Rewards, and such Digital Asset Rewards may be subject to additional third party terms and conditions, which you will be deemed to accept upon your receipt of Digital Asset Rewards. You acknowledge that there are risks associated with using Internet-based digital assets, including but not limited to, the risk of hardware, software, and Internet connection and service issues, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital wallet. SuperVerse will not be responsible or liable for any communication failures, disruptions, errors, distortions, delays, or other losses you may experience when receiving and/or using the Digital Asset Rewards. SuperVerse does not guarantee that any Digital Asset Rewards will be issued or available.

10. Termination

We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Upon any termination or discontinuation of the Services or these Terms, the following Sections will survive: 5, 6, 8, this sentence of 10, 11, 12, 13, 14, 15, and 16.

11. Warranty Disclaimers

The Services, including without limitation the Digital Asset Rewards that you may receive through the Services, are provided “as is,” without warranty of any kind. Without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement, and any warranties arising out of course of dealing or usage of trade. We make no warranty that the Services (including the Digital Asset Rewards that you may receive through the Services) will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on the Services, including as related to the Digital Asset Rewards. Any reliance you place on such information or content is strictly at your own risk. We will not be responsible or liable to you for any loss for any use of the Digital Asset Rewards.

SuperVerse will not be responsible or liable to you for any loss and takes no responsibility for, and will not be liable to you for any losses, damages, or claims arising from: (i) user error such as forgotten passwords, incorrectly constructed transactions, or mistyped wallet addresses; (ii) server failure or data loss; (iii) blockchain networks, digital wallets, or corrupt files; (iv) unauthorized access to Services; or (v) any third party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack.

  1. The Digital Asset Rewards exist only by virtue of the ownership record maintained on the applicable blockchain network. Any transfer of title that might occur in any unique digital asset occurs on the decentralized ledger within such blockchain network. SuperVerse does not guarantee that we can effect the transfer of title or right in any digital assets.
  2. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of these disclaimers of warranties may not apply to you.

12. Indemnity

You will indemnify and hold SuperVerse and its affiliates and their respective officers, directors, employees, and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way related to (a) your access to or use of the Services and/or your use of the Digital Asset Rewards that you receive through the Services, or (b) your violation of these Terms. You may not settle or otherwise dispose of any claim subject to this Section without our prior written consent.

13. Limitation of Liability

a. To the maximum extent permitted by law, neither SuperVerse nor its service providers involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary, or consequential damages, or damages for lost profits, lost revenues, lost savings, lost business opportunity, loss of data or goodwill, service interruption, computer damage or system failure, or the cost of substitute services of any kind arising out of or in connection with these Terms or from the use of or inability to use the Services or the Digital Asset Rewards that you may receive through the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not SuperVerse or its service providers have been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose

b. To the maximum extent permitted by law, in no event will SuperVerse’s total liability arising out of or in connection with these Terms, or from the use of or inability to use the Services or the Digital Asset Rewards that you may receive through the Services, exceed one hundred dollars ($100)

c. By using the Services, you acknowledge that the exclusions and limitations of damages set forth above are material elements of the basis of the bargain between SuperVerse and you

14. Governing Law and Forum Choice

These Terms, and any action related thereto, will be governed by the Panama Arbitration Law and the laws of Panama without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 “Dispute Resolution,” the exclusive jurisdiction for all disputes (defined below) will be the courts located in Panama, and you and SuperVerse each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution

a. Informal Dispute Resolution

You and SuperVerse must first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Services (collectively, “Disputes”) informally. Accordingly, neither you nor SuperVerse may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, you must deliver a written notice of any Dispute via first-class mail to us at SuperVerse, Dresdner Tower, 11th Floor, 50th Street and 55th East Street, Obarrio, Bella Vista, City of Panama, Republic of Panama.

b. Mandatory Arbitration of Disputes

We each agree that any Dispute will be resolved solely by binding, individual arbitration and not in a class, representative, or consolidated action or proceeding. You and SuperVerse agree that the Panama Arbitration Law governs the interpretation and enforcement of these Terms, and that you and SuperVerse are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

c. Exceptions

As limited exceptions to Section 15(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

d. Conducting Arbitration and Arbitration Rules

The arbitration will be conducted by the International Centre for Dispute Resolution (“ICDR”), which is the international division of the American Arbitration Association, under its ICDR Arbitration Rules (the “ICDR Rules”) then in effect, except as modified by these Terms. The ICDR Rules are available at https://www.icdr.org/rules_forms_fees. A party who wishes to start arbitration must submit a written Notice of Arbitration to ICDR and give notice to the other party as specified in the ICDR Rules. ICDR provides a form Notice of Arbitration at https://www.icdr.org/rules_forms_fees. Without limiting Section 15(g), the rules about consolidation in the ICDR Rules do not apply under these Terms.

e. Arbitration Costs

Payment of all filing, administration and arbitrator fees will be governed by the ICDR Rules, and we will not seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute is frivolous. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and will not seek to recover them from you. If you prevail in

arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

f. Injunctive and Declaratory Relief

Except as provided in Section 15(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

g. Class Action Waiver

You and SuperVerse agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if a Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding, even if such a proceeding is permitted by the ICDR Rules. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

h. Severability

With the exception of any of the provisions in Section 15(g) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16. General Terms

a. Reservation of Rights

SuperVerse and its licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

b. Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between SuperVerse and you regarding use of the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between SuperVerse and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without SuperVerse’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null and void in its entirety. SuperVerse may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and any permitted assigns.

c. Notices

Any notices or other communications provided by SuperVerse under these Terms will be given by posting to the Services.

d. Waiver of Rights

SuperVerse’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SuperVerse. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17. Contact Information

If you have any questions about these Terms or the Services, please contact SuperVerse at [email protected].