IMPORTANT NOTICE: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 11. PLEASE READ THE AGREEMENT CAREFULLY.
These Terms of Service (the "Agreement") explain the terms and conditions by which you may access and use the mobile wallet application “OverFlex”(the “Product”) provided by Superblock Co., Ltd. (referred to herein as the "Company", "we", "us", or "our").
You must read this Agreement carefully as it governs your use of the Products. By accessing or using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety.
To access or use any of our Product, you must be able to form a legally binding contract with us. Accordingly, you represent that you are at least the age of majority in your jurisdiction and have the full right, power, and authority to enter into and comply with the terms and conditions of this Agreement on behalf of yourself and any company or legal entity for which you may access or use the Product. If you are entering into this Agreement on behalf of an entity, you represent to us that you have the legal authority to bind such entity.
You represent to us that you are (1) not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government, the European Union or its Member States, the United Kingdom, or other applicable government authority and (2) not located in any country subject to a comprehensive sanctions program implemented by the United States.
1. The Product
The OverFlex enables you to: (a) securely store your digital assets; (b) manage and view addresses and accounts within digital asset networks, and broadcast transactions; (c) participate in token swaps and liquidity provisions; (d) stake OVER tokens in contracts to earn additional rewards; (e) connect to OverScape and other third-party decentralized applications; and (f) access any additional services that may be introduced to OverFlex in the future.
1.2 Subdomains
The Product allows you to claim a subdomain that serves as your username linked to your wallet address. Your username and profile details, including your bio, profile picture, and transaction history, will be publicly viewable. Users are limited to claiming a specific number of usernames per device. When selecting a username, you must ensure that it does not infringe upon the intellectual property rights of others or mislead by impersonating another individual or entity. Engaging in the purchase, sale, or rental of usernames or profiles is prohibited. Similarly, username squatting is not allowed and may result in reassignment of the username. If you change your username, the previous one may no longer be available. We reserve the right to revoke access to usernames at our sole discretion, without prior notice. This may occur if you breach these terms, violate any applicable laws, or engage in actions detrimental to our services. Additionally, usernames that are offensive or contrary to the intended purpose of fostering positive connections may also be revoked. We may also remove or reassign a username to comply with legal obligations or court orders.
1.3 Third Party Services and Content
Our Product may include integrations, links, or other means of access to third-party services, websites, technologies, content, or resources (collectively referred to as “Third-Party Services”). Your use of Third-Party Services may be subject to additional terms, privacy policies, or agreements set by those third parties. You may also need to authenticate or create separate accounts to access these Third-Party Services through their respective providers' platforms. Any costs or fees associated with your use of Third-Party Services are solely your responsibility, not the Company’s. The inclusion or integration of Third-Party Services in our Product is provided for your convenience and does not constitute an endorsement, recommendation, or guarantee of those services. Any interactions, transactions, or dealings you engage in with third parties while using our Product are strictly between you and the respective third party. The Company disclaims all responsibility and liability for any damage or loss, direct or indirect, arising from or related to your use of or reliance on Third-Party Services.
2. Modifications of the Agreement and the Product
2.1 Modifications of the Agreement
We reserve the right to update or modify the Agreement at our sole discretion from time to time. In the event of material changes, we will notify you by updating the date at the top of the Agreement. All changes will take effect upon being posted. By continuing to access or use our Product after modifications are posted, you confirm your acceptance of the updated Agreement. If you do not agree to any changes, you must discontinue accessing or using our Product immediately.
2.2 Modifications of the Product
3. Your Responsibility
3.1 Use of the Product
3.2 Your Security and Backup.
You are fully responsible for correctly using the Product and for taking appropriate measures to secure, protect, and back up your accounts. This includes implementing adequate security practices, such as using encryption where applicable. If you cannot or do not wish to take responsibility for securing your accounts, you should not use the Offerings. Your responsibilities under this Agreement also include promptly installing or implementing any software updates or upgrades made available for the Offering and securely managing any passwords or secret recovery phrases associated with your use of the Offerings.
You acknowledge that certain methods of storing your secret recovery phrase, such as saving it as a digital file on your personal device or in cloud storage, increase the risk of compromise. You also acknowledge that you must not share your passwords or secret recovery phrases with us or any third party. We are not responsible for any consequences arising from the sharing of such credentials, whether done knowingly or inadvertently. For clarity, we bear no liability for the theft of a secret recovery phrase, including theft resulting from unauthorized access to your personal device or a cloud storage provider's systems.
3.3
You agree not to engage in, or attempt to engage in, any of the following prohibited activities when accessing or using the Interface:
- Cyberattacks: Actions intended to interfere with or compromise the security, integrity, or functionality of any computer, server, network, personal device, or other IT systems, including but not limited to deploying viruses or engaging in denial-of-service attacks.
- Fraud and Misrepresentation: Engaging in fraudulent conduct, such as providing false, inaccurate, or misleading information to unlawfully obtain the property of others.
- Market Manipulation: Activities that violate laws, rules, or regulations governing trading market integrity, including but not limited to tactics like "rug pulls," pumping and dumping, or wash trading.
- Securities and Derivatives Violations: Conduct that breaches laws or regulations concerning securities or derivatives trading, such as unregistered securities offerings or offering leveraged and margined commodity products to U.S. retail customers without authorization.
- Intellectual Property Infringement: Activities that infringe or violate any copyright, trademark, service mark, patent, publicity rights, privacy rights, or other proprietary or intellectual property rights under applicable law.
- Sale of Stolen Property: The buying, selling, or transferring of items that are stolen, fraudulently obtained, unauthorized, or otherwise acquired illegally.
- Data Mining or Scraping: Using data mining, robots, scraping, or similar techniques to extract content or information from our Product.
- Any Other Unlawful Conduct: Engaging in any activity that violates applicable laws, rules, or regulations of the United States or other relevant jurisdictions, including those imposed by U.S. regulatory authorities.
For clarity, the terms outlined in this Section 3 apply to all Offerings, including MetaMask, that allow you to generate a public/private key pair (akin to a blockchain account and associated password) either directly through a blockchain protocol or via Third-Party Offerings such as decentralized applications. You are solely responsible for the use and security of these keys. We disclaim any responsibility for any consequences resulting from your sharing of these keys or secret recovery phrases with others, whether intentionally or inadvertently.
You acknowledge and agree that: (a) all trades you execute through our Products are considered unsolicited and are initiated solely by you; (b) we do not provide investment advice in connection with any trades, including those executed through our Auto Routing API; and (c) we do not perform a suitability assessment for any trades you submit.
3.5 Non-Custodial and No Fiduciary Duties
Our Product operates as a fully non-custodial application, meaning we do not have custody, possession, or control of your digital assets at any time. This also means that you are solely responsible for managing and securing the cryptographic private keys associated with your digital asset wallets. You should never share your wallet credentials or seed phrase with anyone. We disclaim all responsibility and liability for your use of a wallet and do not guarantee the compatibility or functionality of our Product with any specific wallet. Additionally, you are solely responsible for managing your wallet, and we accept no liability for any actions or omissions by you, including instances where your wallet may be compromised.
This Agreement does not create or impose any fiduciary duties on us. To the maximum extent permitted by law, you agree that we do not owe any fiduciary duties or liabilities to you or any other party. To the extent that any such duties or liabilities may be implied by law or equity, they are expressly disclaimed, waived, and eliminated to the fullest extent possible. You further acknowledge and agree that our only obligations to you are those explicitly set forth in this Agreement.
3.6 Release of Claims
You explicitly acknowledge and accept all risks associated with your access to and use of our Product. You expressly release and waive any claims, liabilities, causes of action, or damages arising from or related to your use of our Product. If you are a California resident, you waive the rights and protections provided under California Civil Code § 1542, which states: "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
4. Proprietary Rights
4.1
We own all intellectual property and other rights in our product and its respective contents, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, and the overall "look and feel." This intellectual property is made available under the terms of our copyright licenses and Trademark Guidelines. Subject to the terms of this agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to access and use our product solely in accordance with this agreement. You agree not to use, modify, distribute, tamper with, reverse engineer, disassemble, or decompile any of our products for purposes other than those expressly permitted by this agreement. Except as provided in this agreement, no rights, including intellectual property rights, are granted to you with respect to our product.
4.2 Third-Party Resources and Promotions
Our product may include references or links to third-party resources, such as information, materials, products, or services, which we neither own nor control. Additionally, third parties may offer promotions related to your use of our product. We do not approve, monitor, endorse, guarantee, or take responsibility for these resources or promotions. Your access to these resources or participation in such promotions is at your own risk, and you acknowledge that the agreement does not govern your interactions or relationships with third parties. You expressly release us from any liability arising from your use of such resources or your involvement in such promotions.
4.4 Additional Rights
We reserve the right to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.
4. Disclaimers; Risk
9.1
OUR PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR PRODUCT IS ENTIRELY AT YOUR OWN RISK. WE MAKE NO GUARANTEES THAT ACCESS TO OUR PRODUCT WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT THE INFORMATION PROVIDED THROUGH OUR PRODUCT WILL BE ACCURATE, RELIABLE, COMPLETE, OR UP-TO-DATE; OR THAT OUR PRODUCT WILL BE FREE OF ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NOTHING WE COMMUNICATE—WHETHER ADVICE, INFORMATION, OR STATEMENTS—CREATES ANY WARRANTY REGARDING OUR PRODUCT. WE DO NOT ENDORSE, GUARANTEE, OR ACCEPT RESPONSIBILITY FOR ANY ADVERTISEMENTS, OFFERS, OR STATEMENTS MADE BY THIRD PARTIES ABOUT OUR PRODUCT.
9.2
BY ACCESSING AND USING ANY OF OUR PRODUCT, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS ASSOCIATED WITH USING CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS. YOU ALSO REPRESENT THAT YOU HAVE A WORKING KNOWLEDGE OF THE USAGE AND INTRICACIES OF DIGITAL ASSETS SUCH AS ETHER (ETH), SO-CALLED STABLECOINS, AND OTHER DIGITAL TOKENS, INCLUDING THOSE FOLLOWING THE ETHEREUM TOKEN STANDARD (ERC-20).
YOU ACKNOWLEDGE THAT THE MARKETS FOR THESE DIGITAL ASSETS ARE NASCENT AND HIGHLY VOLATILE DUE TO RISK FACTORS INCLUDING, BUT NOT LIMITED TO, ADOPTION, SPECULATION, TECHNOLOGY, SECURITY, AND REGULATION. YOU FURTHER UNDERSTAND THAT ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS OR TOKENS THAT FALSELY CLAIM TO REPRESENT PROJECTS, AND YOU ACCEPT THE RISK THAT YOU MAY MISTAKENLY TRADE SUCH TOKENS. YOU ALSO ACKNOWLEDGE THAT SO-CALLED STABLECOINS MAY NOT BE AS STABLE AS THEY CLAIM TO BE, MAY LACK FULL OR ADEQUATE COLLATERALIZATION, AND MAY BE SUBJECT TO PANICS OR RUNS.
ADDITIONALLY, YOU UNDERSTAND THAT SMART CONTRACT TRANSACTIONS EXECUTE AND SETTLE AUTOMATICALLY AND THAT BLOCKCHAIN-BASED TRANSACTIONS ARE IRREVERSIBLE ONCE CONFIRMED. YOU ACKNOWLEDGE THAT THE COST AND SPEED OF TRANSACTING WITH BLOCKCHAIN SYSTEMS SUCH AS ETHEREUM CAN BE HIGHLY VARIABLE AND MAY INCREASE SIGNIFICANTLY AT ANY TIME. YOU ALSO ACCEPT THE RISKS ASSOCIATED WITH USING EXPERT MODES, WHICH CAN RESULT IN SIGNIFICANT PRICE SLIPPAGE AND HIGHER TRANSACTION COSTS.
IF YOU ACT AS A LIQUIDITY PROVIDER THROUGH THE PRODUCT, YOU UNDERSTAND THAT YOUR DIGITAL ASSETS MAY LOSE SOME OR ALL OF THEIR VALUE WHILE SUPPLIED DUE TO PRICE FLUCTUATIONS OF TOKENS IN A TRADING PAIR OR LIQUIDITY POOL.
FINALLY, YOU ACKNOWLEDGE THAT WE DO NOT CREATE, OWN, OR OPERATE CROSS-CHAIN BRIDGES AND MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THEIR SAFETY OR SOUNDNESS.
IN SUMMARY, YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE VARIABLES OR RISKS, DO NOT OWN OR CONTROL THE PROTOCOL, AND CANNOT BE HELD LIABLE FOR ANY LOSSES YOU MAY INCUR WHILE USING OUR PRODUCT. BY ACCESSING OR USING THE INTERFACE TO INTERACT WITH THE PROTOCOL, YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL ASSOCIATED RISKS.
5.3 No Investment Advice
WE MAY PROVIDE INFORMATION ABOUT TOKENS IN OUR PRODUCT. THE PROVISION OF SUCH INFORMATION DOES NOT MAKE TRADES IN THESE TOKENS SOLICITED, NOR ARE WE ATTEMPTING TO INDUCE YOU TO MAKE ANY PURCHASE BASED ON THE INFORMATION PROVIDED. ALL INFORMATION PRESENTED THROUGH OUR PRODUCTS IS STRICTLY FOR INFORMATIONAL PURPOSES AND SHOULD NOT BE INTERPRETED AS INVESTMENT ADVICE OR AS A RECOMMENDATION THAT ANY PARTICULAR TOKEN IS A SAFE OR SUITABLE INVESTMENT.
YOU SHOULD NOT TAKE, OR REFRAIN FROM TAKING, ANY ACTION BASED ON INFORMATION PROVIDED IN OUR PRODUCT. BY OFFERING TOKEN INFORMATION FOR YOUR CONVENIENCE, WE DO NOT MAKE INVESTMENT RECOMMENDATIONS OR EXPRESS OPINIONS ON THE MERITS OF ANY TRANSACTION OR OPPORTUNITY. YOU ARE SOLELY RESPONSIBLE FOR ASSESSING WHETHER ANY INVESTMENT, STRATEGY, OR RELATED TRANSACTION IS APPROPRIATE FOR YOU, TAKING INTO ACCOUNT YOUR PERSONAL INVESTMENT GOALS, FINANCIAL CIRCUMSTANCES, AND RISK TOLERANCE.
10. Limi
You agree to hold harmless, release, defend, and indemnify us, our affiliates, and our and our affiliates' respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives (collectively, the "Uniswap Parties") from and against all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to: (a) your access to and use of any of our Products; (b) your violation of any term or condition of this Agreement, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party's access to and use of any of our Products with your assistance or using any device or account that you own or control.
You further agree to indemnify Uniswap Parties against any dispute between you and (i) any other user of the Products or (ii) any of your own customers or users. We will provide notice to you of any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification under this section, and you agree to cooperate with any reasonable requests in assisting our defense of such matter. You may not settle or compromise any claim against any Uniswap Party without our written consent.
7. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, ANY OF THE PRODUCT. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF ANY OF THE PRODUCT OR THE INFORMATION CONTAINED WITHIN THEM. THIS APPLIES WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH AUTHORIZED OR UNAUTHORIZED USE OCCURS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF UNISWAP LABS HAS BEEN ADVISED OF OR KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR: (A) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM ANY ACCESS OR USE OF THE PRODUCTS; (C) UNAUTHORIZED ACCESS TO OR USE OF ANY SECURE SERVER OR DATABASE IN OUR CONTROL, OR THE USE OF ANY INFORMATION OR DATA STORED WITHIN THEM; (D) INTERRUPTION OR CESSATION OF FUNCTIONALITY RELATED TO ANY OF THE PRODUCTS; (E) BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ISSUES THAT MAY BE TRANSMITTED TO OR THROUGH THE PRODUCTS; (F) ERRORS OR OMISSIONS IN, OR LOSS OR DAMAGE RESULTING FROM THE USE OF, ANY CONTENT MADE AVAILABLE THROUGH THE PRODUCTS; AND (G) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WE ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS OR DAMAGES ARISING FROM PAYMENTS OR TRANSACTIONS THAT YOU ENGAGE IN USING OUR PRODUCT, OR ANY OTHER PAYMENTS OR TRANSACTIONS CONDUCTED THROUGH OUR PRODUCT.
WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING LINKED THIRD-PARTY SERVICES, THE THIRD PARTIES THAT OWN OR OPERATE THEM, THE INFORMATION THEY CONTAIN, THE ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISK ARISING FROM, YOUR USE OF THIRD-PARTY SERVICES, WEBSITES, APPLICATIONS, OR RESOURCES. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE, PRODUCTS, SERVICES, OR INFORMATION PROVIDED BY THIRD PARTIES AND ACCESSED THROUGH OUR PRODUCT.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED ONE HUNDRED U.S. DOLLARS ($100.00 USD) OR ITS EQUIVALENT IN LOCAL CURRENCY, DEPENDING ON THE JURISDICTION.
THE ABOVE DISCLAIMER WILL NOT APPLY WHERE PROHIBITED BY LAW.
8. Class Action Waivers
8.1 Govering Law
You agree that the laws of South Korea, without regard to principles of conflict of laws, govern this agreement and any dispute between you and us. You further agree that each of our products shall be deemed to be based solely in the Seoul, Korea, and that the availability of a product in other jurisdictions does not establish general or specific personal jurisdiction in any court outside South Korea. The parties acknowledge that this Agreement evidences commerce. Any arbitration pursuant to this agreement shall be governed by the Arbitration Act of South Korea. You agree that Seoul Central District Court is the proper court for any appeals of an arbitration award or for court proceedings if the binding arbitration clause in this agreement is found to be unenforceable.
8.2 Arbitration
We will make our best efforts to resolve any potential disputes through informal, good-faith negotiations. If a potential dispute arises, you are required to contact us by sending an email to @overfnd.org, allowing us the opportunity to attempt a resolution without resorting to formal dispute resolution. If we are unable to reach an informal resolution within sixty days of receiving your email, you and we agree to resolve the potential dispute according to the process outlined below.
Any claim or controversy arising out of or relating to any of our Product, this Agreement, or any other acts or omissions for which you may contend that we are liable, including, but not limited to, any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration under the JAMS Optional Expedited Arbitration Procedures. You understand that you are required to resolve all Disputes by binding arbitration. The arbitration shall be held on a confidential basis before a single arbitrator, who shall be selected pursuant to JAMS rules, including where applicable the JAMS’ Mass Arbitration Procedures and Guidelines. The arbitration will be held in New York, New York, unless you and we both agree to hold it elsewhere. Unless we agree otherwise, the arbitrator may not consolidate your claims with those of any other party. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If for any reason a claim by law or equity must proceed in court rather than in arbitration you agree to waive any right to a jury trial and any claim may be brought only in a Federal District Court or a New York state court located in New York County, New York.
8.3 Class Action Waiver
9. Miscellaneous
9.1 Entire Agreement
These terms represent the complete and final agreement between you and us regarding the subject matter addressed herein. This agreement replaces and overrides any prior or contemporaneous written or verbal agreements, communications, or other understandings (if any) related to the subject matter of these terms.
9.2 Assignment
9.3 Rewards
In connection with your past or current use of one or more of our product, we may offer you certain incentives, prizes, or rewards for completing specific activities. We reserve the right to change, modify, discontinue, or cancel any rewards programs at any time and without prior notice.
9.4 Notice
We may deliver any notice to you under this agreement through commercially reasonable methods, including public communication channels. Notices provided via public communication channels will be considered effective upon posting.
9.5 Severability
If any provision of this agreement is found to be invalid or unenforceable under any applicable rule, law, or regulation of a local, state, or federal government agency, that provision will be modified and interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law. The validity and enforceability of the remaining provisions of this agreement will remain unaffected.