KeyFi Terms

KeyFi Platform Terms and Conditions

A. Introduction

These KeyFi Platform Terms and Conditions (the "Terms") are a legally binding agreement between you ("Participant," "you," or "your") and KEYFI Issuer LLC, a Saint Vincent and Grenadines limited liability company, and its affiliated entities (collectively, the "Administrator"). The Terms include and hereby incorporate by reference the KeyFi Privacy Policy (the "Privacy Policy").

If you agree to the Terms on behalf of a business organization, you represent and warrant that you have the authority to legally bind such business organization, and you further agree that you are binding both you and the business organization to the Terms. In such a case, "you," "your" or "User" will refer and apply both to you and the business organization.

The Terms apply to the KeyFi Rewards Program (the "Program") under which you may be eligible to receive a new [ERC20] cryptographic token called "KEYFI, a Utility Token Powering the KEYFI Credentials-Powered DeFi Platform," with contract address __________________ ("KEYFI" or "KEYFI Tokens").

If you receive KEYFI, you and other holders of KEYFI shall be entitled to make governance decisions for the Program (see Section E entitled "Governance" below). Until all governance decisions are handed over to the holders of KEYFI, the Administrator may update, change, replace or cancel the Terms at any time without prior notice.

B. License; Rules of Conduct; Termination

1. License. You are granted a conditional license to utilize this website (the "Website") for your personal, non-commercial participation in the Program in accordance with the Terms.

2. Rules of Conduct. Your license to utilize the Website and to participate in the Program is conditioned on your compliance with the rules of conduct set forth here. You agree that you shall not:

(a) use the Website or the Program for any fraudulent or unlawful purpose;

(b) interfere with or disrupt the operation of the Website, the Program, or the servers, networks and smart contracts used to make them functional (or violate any requirements, procedures, policies or regulations of any such networks);

(c) restrict or inhibit any other person from using the Website or the Program, including, without limitation, by hacking, attacking, altering or defacing any portion of the Website or the Program;

(d) use the Website or the Program to advertise or offer to sell or buy any goods or services without Administrator's express prior written consent;

(e) reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Website or the Program;

(f) modify, adapt, reverse engineer, decompile, disassemble any part of the Website or the Program;

(g) remove any copyright, trademark or other proprietary rights notice from the Website or materials originating from the Website or the Program;

(h) frame or mirror any part of the Website or the Program without Administrator's express prior written consent;

(i) create a database by systematically downloading and storing information derived from the Website or the Program, whether by use of a robot, spider, site search/retrieval application or by any other manual or automatic device to retrieve, index, "scrape," "data mine" or otherwise systematically gather information; or

(j) reproduce, modify or create derivative works based on, rent, lease, loan, sell, distribute, publish, publicly perform or display all or any part of the Website or the Program;

3. Termination. Administrator or any other group, entity or body that assumes governance of the Website and the Program, in its sole discretion, may terminate your license to utilize the Website and the Program for violating the provisions of these Terms. Your access to or use of the Website and the Program may be terminated without notice, and any information or files you have stored on the Website or through the Program may not be available to you after any such termination. Notwithstanding the foregoing, however, the following provisions shall survive and continue in full force and effect: Section H (No Warranties; Limitations of Liability; Indemnification) and Section I (Miscellaneous).

C. Program Protocol

Administrator has initiated the protocol underlying the Program, as follows:

1. Token Smart Contract. The Administrator has created a smart contract to control the emission of KEYFI Tokens. This smart contract, with address _____________, is called the "Token Smart Contract" hereunder.

2. Credentials through the SelfKey Marketplace. The Administrator has signed an agreement with SelfKey Wallet LLC to become a vendor in the online marketplace within the SelfKey wallet web app and mobile apps (the "SelfKey Marketplace"). As a vendor in the SelfKey Marketplace, Administrator has the ability to certify whether persons or businesses are eligible to participate in the Program, in accordance with its Know-Your-Customer policy (the "KYC Policy"). Administrator certifies those eligible to participate in the Program by assigning a credential ("Credential") to their Ethereum address. See Section D entitled "Program Eligibility" below for more information.

3. Data Services Subcontractors. To aid in its eligibility certification process, Administrator has signed agreements for data processing services. These services are conducted by one or more subtractors (each, a "Data Services Subcontractor" and, collectively, the "Data Services Subcontractors"). The Data Services Subcontractors collect and process data and documentation regarding identity, age, citizenship, residence and other information in accordance with Administrator's specifications. The results of all data processing are forwarded to Administrator for its determination of whether to provide Credentials in accordance with the KYC Policy.

4. The Website. The Administrator has created the Website through which you may participate in the Program and receive KEYFI Tokens and other benefits. Assuming your Ethereum address contains a Credential, you may connect your Ethereum address to the Website (through Metamask or another wallet integration) to access the rewards of the Program. The Website utilizes multiple smart contracts that calculates the amount of KEYFI Tokens and other rewards that you are eligible to receive under the Program. See Section E entitled "KEYFI Emissions" below for more information.

5. Governance. The Administrator has created a smart contract that administers the governance of the Project. This smart contract, with address ____________, is called the "Governance Smart Contract" hereafter. You may participate in the governance of the Program through the Website, which utilizes the Governance Smart Contract to create, vote upon and implement various proposals to modify the Program. See Section F entitled "Governance" below for more information.

D. Program Eligibility

To participate in the Program you must have a valid, unrevoked Credential issued by the Administrator. Further:

1. Regarding Your Legal Commitment. You hereby represent and warrant that:

(a) you are of the legal age of majority in the country of your residence, or you are duly organized business entity;

(b) you have the capacity to enter into these Terms and the transactions contemplated under these Terms; and

2. Regarding Your Credential. You hereby represent and warrant that:

(a) you provided all information and documents for the application of your Credential in good faith, and you have not taken any actions to receive your Credential through deceit, such as by providing false statements or documentation, by omitting significant information, or by masking or otherwise misrepresenting where you are physically located;

(b) you understand that your Credential alone shall grant you some of the benefits under the Program. You need not take further actions with the Program to be a Participant;

(c) you understand that any benefits granted to you under the Program, including any rewards of KEYFI, must be transferred to the Ethereum address associated with your Credential. It will not be possible to make any changes to this address after your Credential has been issued; and

(d) you understand that losing your Credential may cause you loss of the KEYFI and other benefits gained through the Program. Loss of your Credential could come as a result of (1) losing the private keys to or otherwise losing access to the Ethereum address associated with your Credential; (2) having your Credential revoked under the Terms of Service Between Vendor and User, which you entered into in order to have received your Credential; or (3) losing access to your Credential due to a malicious "hacker" or due to malfunctioning software associated with the Program.

3. Regarding KEYFI Tokens. You hereby represent and warrant that:

(a) you are permitted by the laws of your jurisdiction to acquire, receive and hold cryptographic tokens;

(b) you understand that holding KEYFI does not grant you any specific rights or benefits, other than the programmatic governance rights conferred under the Governance Smart Contract;

(d) you understand that KEYFI Tokens do not grant you economic benefits of any type, such as any right to share in income, profits, dividends or distributions;

(e) you understand that KEYFI Tokens have no economic value ascribed by Administrator, and Administrator makes no representations or warranties regarding any valuation of KEYFI by external services or markets. KEYFI derives no value based upon the value of any asset, including any cryptocurrencies, cryptographic tokens, or other digital assets;

(f) you understand that any KEYFI Tokens granted to you under the Program are provided without charge or fee by the Administrator. There are no fees or charges directly required by the Program. Although there may have been fees to obtain a Credential, such fees are only to establish regulatory eligibility to participate in the Program, and are not a source of profit to the Administrator. Further, there may be costs or charges due to interaction with smart contracts under the Program, but such costs or charges are collected by outside third parties to the Program; and

(g) you understand that any KEYFI Tokens emitted to you under the Program are provided without any obligation of any type, including any obligation to provide services or acts of publicity. KEYFI Tokens gained under the Program are the result of your voluntary interaction with smart contracts initiated by Administrator and governed by the holders of KEYFI;

4. Regarding Distributed Ledger Technologies. You hereby represent and warrant that:

(a) you understand that distributed ledger technologies, upon which the Program and KEYFI Tokens are based, are still in early development and do not have a long history of operations. Past incidents indicate that such technologies may contain weaknesses, vulnerabilities or bugs that could cause interruptions to the receipt, transferability and functionality of KEYFI Tokens, or even a total loss of KEYFI Tokens;

(b) you understand that losing the private key(s) associated with your Ethereum address will result in your inability to access your KEYFI Tokens and to other benefits of the Program. Further, any third party that gains access to such private key(s) may be able to misappropriate your KEYFI Tokens. Any errors or malfunctions caused by or otherwise related to the wallet you choose to receive and store KEYFI Tokens (which may be a result of your own failure to properly maintain or use such wallet) may also result in the loss of your KEYFI Tokens;

(c) you understand that errors in the process of transferring KEYFI Tokens may result in a loss of such KEYFI Tokens. Such errors may be caused by your own mistake, or by an issue of the system. Once an erroneous transaction has been verified and recorded in a block that is added to the blockchain, it is generally not able to be reversed. KEYFI Tokens could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts, each resulting in the loss of your KEYFI Tokens;

(d) you understand that the acquisition and management of KEYFI Tokens is inherently subject to the risk of cybercrime that is difficult to mitigate. Smart contracts and other software, including open source libraries, on which the Program relies may be subject to unauthorized access, hacking or exploitation. Any unauthorized access or cybercrime may result in theft or loss or inability to access or receive KEYFI Tokens;

(e) you understand that there are risks associated with the Ethereum protocol, upon which Credentials and the Program rely. Any malfunction, breakdown or abandonment of the Ethereum protocol may result in the loss of or inability to transfer KEYFI Tokens. The Ethereum network is prone to periodic congestion during which transactions could be delayed or lost. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks by undermining or vitiating the cryptographic consensus mechanism that underpins the Ethereum protocol; and

(f) you understand that laws and regulations regarding cryptographic tokens and cryptocurrencies are rapidly evolving, which could affect the legality of KEYFI Tokens in your jurisdiction. Your country of residence or another country with jurisdiction over you may take regulatory actions in the future that could severely restrict your right to acquire, own, hold, transfer or use KEYFI Tokens.

5. Regarding Smart Contracts. You understand that your participation in the Program is controlled by automated protocols that involve a number of smart contracts. You hereby represent and warrant that you are experienced in utilizing smart contracts and possess a sophisticated understanding of their functionality. Further, you understand there are significant risks inherent with the use of smart contracts, which include, without limitation:

(a) There may be potential vulnerabilities in the smart contract code that may affect the receipt, transferability and functionality of KEYFI Tokens, or the total loss of KEYFI Tokens. Not every smart contract utilized by the Program may be audited for vulnerabilities, which increases the likelihood of an exploit or a malfunction. Further, those smart contracts that have been audited are not guaranteed to be free of risk, as no auditor is infallible. An auditor may fail to identify a vulnerability within smart contract code due to a lack of skill, experience, information, time or resources. You acknowledge and agree that you are solely responsible for evaluating the trustworthiness of any smart contract you engage with while participating in the Program;

(b) Once initiated by the Administrator, the Program is an automated protocol cannot be interrupted or adjusted by you, by the Administrator or any other person or party, except by an "admin key" that has restrictions on its utilization. See Subsection F.2 entitled "Admin Key" below for more information;

(c) The existence of an Admin Key for a smart contract, while offering the convenience of being able to apply patches or updates, also adds a possible vulnerability if the Admin Key is not properly secured. If an Admin Key is stolen or otherwise accessed by a malicious actor, such malicious actor may have the ability to change the emissions, transferability or characteristics of KEYFI Tokens in ways detrimental to your interests. You understand that an Admin Key being not properly protected, or it being misused, could result in a loss of your KEYFI Tokens, or could result in the compromise of the Program as a whole;

(d) You understand that any interactions under the Program are through automated protocols controlled by smart contracts, and Administrator will at no time take custody or otherwise control any of your KEYFI Tokens or any other digital assets through such protocols. You are required to monitor and safeguard your digital assets at all times; and

(e) To the extent the source code and algorithm setting the rights and the features of the KEYFI Tokens contains errors, latent terms or unsafe algorithms, these errors and hidden terms may result in significant losses to the functionality of the KEYFI Tokens.

6. Regarding the Website and the Program. You hereby represent and warrant that:

(a) You understand that the Program enables gifts of cryptographic tokens through one or more "airdrops," which is a transfer of cryptographic tokens directly into your Ethereum address. So long as you have been deemed eligible by the Administrator through its issuance of a Credential to you, and so long as you remain in compliance with the Terms, you may receive airdrops without cost or obligation through the Program;

(b) You understand that the Program provides information and automated analyses comparing the published yields of various cryptocurrency decentralized finance platforms ("DeFi Platforms"). You further understand that any such information and the results of any such analyses are provided "as-is" and without warranty. Such information may be inaccurate or may contain errors due to faulty or delayed communications from the DeFi Platforms. Therefore, such analyses may be based on inaccurate information, which could render any results meaningless or even counterproductive to your objectives. You further understand that any information provided by the Program, including the results of any automated analyses, is for educational purposes only. You should not construe any such information as legal, tax, investment, financial, or other advice. Nothing contained within the Website constitutes a solicitation, recommendation, endorsement, or offer to buy, sell, swap or trade any digital assets or anything that may be deemed financial instruments in any jurisdiction;

(c) You understand that the automated analyses provided by the Program may be based upon untested algorithms derived from machine learning or deep learning. Such algorithms may be flawed due to poor or inadequate data sets, supervision, training, back testing, model checking or performance evaluations. The results of any automated analyses provided by the Program should not be relied upon in their entirety, and you should consider them as only one of many points of information you use in deciding which actions, if any, you should take within the Program or on any of the DeFi Platforms. Analyses provided by or through the Program are "forward-looking," and are not guarantees of future outcomes. These analyses are uncertain projections based upon assumptions of (1) well-substantiated algorithmic models, (2) sufficient, accurate and complete data inputs, and (3) sufficient and productive training. These forward-looking projections may not properly account for, and may ultimately fail due to future events, such as unexpectedly high volatility or emergency liquidity events within the Defi Platforms, caused by factors such as malicious actors, software or protocol failures, or unusual external events that cause severe market swings. Administrator makes no representations or warranties regarding the adequacy of any analyses provided by or through the Program, and there is no guarantee that the algorithmic means of such analysis will be updated, improved or maintained in the future by the Administrator or by governing holders of KEYFI;

(d) You understand that the Program may offer Participants the ability to streamline and facilitate certain actions on one or more DeFi Platforms. Multiple actions may be bundled together or otherwise automated through a proxy smart contract into a single user interface on the Website. Such an interface is provided to Participants for convenience only. It is up to Participants to investigate and confirm the bundled actions that will be taken and in what sequence they will be taken. You further understand that any such interface, while possibly more convenient, introduces an additional layer of possible bugs, malfunctions and vulnerabilities.

(e) You understand that the Website and the Program may contain links to websites and apps operated by third parties. When you select these links you will be leaving the Website and operating outside the Program. Because Administrator has no control over such websites or apps, Administrator disclaims any responsibility or liability for their availability or content. Administrator does not adopt or endorse any such websites or apps, including, without limitation, any information, services, products or capabilities you may derive from them. YOUR USE OF THIRD PARTY WEBSITES AND APPS IS AT YOUR OWN RISK AND IS SUBJECT TO THEIR TERMS OF USE;

(f) You understand that your participation in the Program, or any actions you take under the Program, does not grant you any status with the Administrator or with the Program, including, without limitation, status as an employee, contractor, partner or joint venturer;

(g) You understand that there is no guarantee that the Website and, subsequently, the Program are or remain secure, complete or correct, or that access to the Website and the Program will be uninterrupted or error free;

(h) You understand that the Program shall be governed by the consensus of the holders of KEYFI, which may be at odds with your personal interests. The decisions of the holders of KEYFI in the future may adversely affect your status within the Program, may adversely affect the efficacy or benefits of the Program as a whole, or may otherwise adversely affect your ability to enjoy the benefits of the Program;

(i) You understand that the Website and the Program may include inaccuracies, errors and materials that violate or conflict with these Terms. In such a case, the provisions of these Terms shall prevail; and

(j) You understand that all trademarks, trade names and service marks on the Website and in the Program are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of trade names, trademarks or service marks without the express prior written consent of the owner.

E. KEYFI Emissions

1. Max Supply. The maximum total supply (the "Max Supply") of KEYFI Tokens that may be generated are __________KEYFI. This Max Supply is divided into (a) a one-time minted amount (the "Pre-mint Amount") and (b) emissions to Participants as rewards ("Reward Emissions");

2. The Pre-mint Amount. A maximum total of ________ KEYFI will be generated prior to the launch of the Program as the Pre-mint Amount. Immediately upon launch, the Pre-mint Amount will be distributed as follows:

(a) Airdrop. A total of ________ KEYFI, equal to ___ % of the Pre-mint Amount, and ___% of the Max Supply, shall be distributed to Participants as an airdrop, as follows:

(1)

(2) [In addition to KEYFI, _____ KEY Tokens shall also be airdropped]

(b) Data Services Subcontractors. ________, equal to ___ % of the Pre-mint Amount, and ___% of the Max Supply, shall be distributed to Data Services Subcontractor as payment for services on behalf of the Administrator;

(c) ________, equal to ___ % of the Pre-mint Amount, and ___% of the Max Supply, shall be distributed to ________________ for ____________;

3. Reward Emissions. A maximum total of ________ KEYFI may be generated as rewards to Participants for their interactions in the Program.

(a) Reward Calculations. The amount of KEYFI rewarded to you under the Program shall be determined by the factors you agree to in the Program. Such factors shall include the number of [KEY] you agree to stake, and the length of time for which you agree to keep this number of [KEY] inaccessible for transfers in a smart contract;

(b) [Other parameter descriptions]

F. Governance

______ calendars after launch, or after _________ KEYFI have been generated as Reward Emissions, whichever comes first, governance of the Project shall be transitioned to the holders of KEYFI. The process shall be as follows:

G. Disclosures

1. Affiliated Entities. There is a pre-existing relationship between the Administrator, SelfKey and the Data Services Subcontractors, as follows:

(a) Administrator and SelfKey. The Program and the KeyFi concept as a whole originally began as a project funded by SelfKey as part of its incubation initiative, which provides initial seed funding to projects that could make use of and expand the SelfKey network. The team behind the KeyFi concept spun out of its incubation project by forming a new entity (now referred to as the Administrator) and ultimately launching the Program. The Administrator has formed a mutually-beneficial agreement with SelfKey to serve as an important vendor on the SelfKey Marketplace;

(b) Data Services Subcontractors and SelfKey. Many of the Data Services Subcontractors have had a long-standing business relationship with SelfKey and the SelfKey network. The Data Services Subcontractors were selected by Administrator because of their familiarity with the SelfKey Marketplace and because of their specialized expertise in data processing in the "Know-Your-Customer" sector. Administrator has signed mutually-beneficial agreements with Data Services Subcontractors to assist with its issuances of Credentials.

2. Admin Keys. There are private keys that allow the modification of two important smart contracts utilized by the Program. These private keys, commonly referred to as "admin keys," allow the pausing, upgrading or modification of the ____ Smart Contract and the _______ Smart Contract.

(a) The admin key that allows control of the ____ Smart Contract (the "___ Admin Key") will be held by the Administrator's developer team until ___________. At this point, the ___ Admin Key shall be transferred to a smart contract that (a) requires multiple private keys to be used and (b) requires the passing of time prior to the implementation of any modifications (collectively, a "Multisig, Time-Locked Contract"). The ___ Admin Key can modify the following parameters: _______.

(b) The admin key that allows control of the ____ Smart Contract (the "___ Admin Key") will be held by the Administrator's developer team until ___________. At this point, the ___ Admin Key shall be transferred to a Multisig, Time-Locked Contract. The ___ Admin Key can modify the following parameters: _______.

(c) Multisig, Time-Locked Contract Parameters. Each Multisig, Time-Locked Contract above shall require ___ of ___ private keys to be used. Each of the private keys shall be held by ____. The amount of the time lock shall be ___ days, meaning that ___ calendar days must pass prior to any changes being automatically implemented into the code of the smart contract.

H. No Warranties; Limitations of Liability; Indemnification

1. No warranties. The Website and the Program are provided "as is" and without warranties of any kind. You agree to bear all risks associated with the use of the Website and the Program, including without limitation, any reliance on the accuracy, completeness or usefulness of any information and the functionality of any associated smart contracts. Administrator and its employees, officers, directors, partners, agents, representatives, and service providers disclaim all warranties, express or implied, including, without limitation, all warranties of title, non-infringement, accuracy, completeness, usefulness, merchantability, and fitness for a particular use, and warranties that may arise from course of dealing/performance or usage of trade.

2. Limitation of Liability.

YOU AGREE THAT ADMINISTRATOR IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, OR LOSS OF OTHER INTANGIBLES. IN PARTICULAR, AND WITHOUT LIMITATION, ADMINISTRATOR WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR ANY SMART CONTRACTS ASSOCIATED WITH THE PROGRAM.

ALL LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO, TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

3. Indemnification. By accessing and using the Website and the Program, you agree to indemnify, defend and hold harmless Administrator and its officers, directors, owners, partners, employees, agents, and subcontractors (collectively, the "Indemnified Parties") from and against any and all claims, losses, costs and expenses (including attorneys' fees) arising out of or relating to (a) any breach (or claim, that if true, would be a breach) by you of these Terms and (b) your use of or activities in connection with the Website and the Program. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You shall not enter into any settlement agreement which affects the rights of any of the Indemnified Parties or requires the taking of any action by any of them, without our prior written approval.

I. Miscellaneous

1. Jurisdictional context. The Website and the Program is controlled and operated by Administrator from Saint Vincent and the Grenadines, is intended solely for Participants in accordance with the KYC Policy. We actively limit availability of the Website and the Program and otherwise take measures to avoid ineligible users from accessing the Website and the Program. If you are able to access the Website or the Program without a Credential, we request that you immediately cease use of the Website and the Program, and to contact us at info@keyfi.ai to inform us of this potential security flaw. If your information leads us to the identification of a significant security flaw, you may be eligible for a monetary reward under our bug bounty program.

2. Entire Agreement; Interpretation. These Terms set forth the entire agreement and understanding between you and Administrator relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and Administrator, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in these Terms are included for ease of reference only and have no binding effect. Even though Administrator drafted these Terms, you represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or Administrator because of the authorship of any provision of these Terms.

3. Governing Law; Jurisdiction; Venue. These Terms and any claim thereunder will be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines, without regard to its conflict of law provisions. You hereby submit to and consent to the exclusive jurisdiction and venue of the courts sitting in Saint Vincent and the Grenadines for the litigation of any dispute hereunder or of any dispute regarding any transaction in connection with the Terms. You hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that (a) you are not personally subject to the jurisdiction of such courts, or (b) such suit, action or proceeding is brought in an inconvenient forum, or (c) the venue of such suit, action or proceeding is improper.

4. Class And Collective Waiver. Both you and Administrator agree to bring any claim or dispute on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or litigated as a class or collective action, or as a member in any such class or collective proceeding.

5. Assignability. You may not assign these Terms, or any of its rights or obligations hereunder, without Administrator's prior written consent in the form of a written instrument signed by a duly authorized representative of Administrator. Administrator may assign its rights and obligations so long as not inconsistent with these Terms. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

6. Transferability of Your Information. If ownership of all or substantially all of our business changes, if we undergo a corporate or structural reorganization (whether through merger, consolidation, asset sale, bankruptcy/receivership action or any similar transactions), or if any other group, entity or body assumes governance of the Website and the Program, you expressly consent to us transferring your information (including, without limitation, all information and data related to your Credential) to the new owner, successor entity or new governing body so that the Website and the Program may continue to operate. If required by applicable law, we will notify the data protection agency in each jurisdiction of such a transfer.

7. Third Party Beneficiaries. No person or business organization shall be third party beneficiaries to these Terms.

8. Severability. If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

9. Force Majeure. Administrator will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to pandemics, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond our reasonable control.

10. Prevailing Language. The English language version of these Terms will be controlling in all respects and will prevail in case of inconsistencies with translated versions, if any.

11. Consent To Use Electronic Records. It may be mandated or desirable that you receive certain records in writing from Administrator, including contracts, notices, and communications. To facilitate this, you hereby grant permission to receive these records electronically instead of in paper form. You further agree to utilize electronic signatures in lieu of using paper documents, and you understand and agree that electronic signatures are equivalent to traditional signatures, and equally binding.