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BerryLab FZCO – TERMS AND CONDITIONS

Last Updated: December 1, 2023

PART 1. BACKGROUND AND OVERVIEW

1.1. Terms and Conditions.

These Terms and Conditions (the “Terms”) are offered to you (also referred to herein as “user”, “you” and “your”) by BerryLab Software Design - FZCO (“BerryLab”, “BerryLab FZCO”, “Company” “we”, “us” and “our”). The Terms, as well as any attached annexes and/or schedules (together “Annex”), govern the provision of software services, including BerryLab Apps and other Services, (collectively, the “Services”) by BerryLab through its web application, and mobile applications, or any other service and forms offered by us through https://*.berrylab.xyz.

1.2. Acceptance of the Terms.

By accessing or using any or all of the Services, you expressly acknowledge that you have read and understood the Terms and the Privacy Policy, which will together constitute the legal agreement between you and us (the “Agreement”), and agreed to bound the Agreement. For your own benefit and protection, BerryLab highly recommends you take sufficient time to read and understand the Terms, the Privacy Policy, and any other information published on our official website https://BerryLab.xyz (the “Website”) and/or mobile application prior to accessing the Services.

BERRYLAB DOES NOT PROVIDE INVESTMENT OR FINANCIAL ADVICE OR CONSULTING SERVICES. WE DO NOT ADVISE OR MAKE RECOMMENDATIONS ABOUT ENGAGING IN DIGITAL ASSET TRANSACTIONS OR OPERATIONS. BERRYLAB DOES NOT PROVIDE CUSTODY FOR DIGITAL ASSETS AND DOES NOT HAVE ACCESS TO YOUR DIGITAL ASSETS AND DOES NOT HAVE CONTROL OVER YOUR TRANSACTIONS. DECISIONS TO ENGAGE IN TRANSACTIONS OR PERFORM OPERATIONS INVOLVING DIGITAL ASSETS SHOULD BE TAKEN ON YOUR OWN ACCORD.

1.4. Contact and Support.

If you have any queries or do not fully understand the provisions of the Terms, the Policies, or any other document made available to you by us, then please contact us at [email protected].

PART 2. DEFINITIONS

2.1. In the Agreement:

"Applicable Law" means any law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to these Terms), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority;

“Bridge” means the process of transferring digital assets from one blockchain network to another;

“Dapp (Decentralized application)” means an application that operates on a decentralized network, typically a blockchain or a peer-to-peer network, including decentralized finance (DeFi), gaming, identity verification, social networks, and others;

“Dapp Browser” means a built-in browser in the BerryLab App to help users connect and interact with decentralized applications developed on blockchain technology;

“DEX (Decentralized Exchange)” means platforms or protocols that facilitate the peer-to-peer trading of digital assets, such as cryptocurrencies, without the need for intermediaries or central authorities;

“Digital Asset" means the representation of resources that are issued and transferred using blockchain technology;

“Digital Asset Transaction” means a transaction in Digital Assets launched by the User via BerryLab Interface;

"Digital Asset Wallet" means a software application, piece of hardware, or other device or service that stores a user’s public and private cryptographic keys, which allow users to interact with one or more blockchains and, inter alia, to send and receive digital assets;

"Fees" means all fees imposed by the Company for the use of the Services according to Part 5;

“Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;

“BerryLab Interface” and "Services" means services and all related features, content, and applications described in Part 4 available to Users;

“Sign Message” means the process of adding a digital signature to verify the authenticity, integrity, and origin of the message using a private key.

"Taxes" means any taxes, duties, or fees that are incurred, required to be collected, paid, or withheld for any reason in connection with your use of the Services under any Applicable Law;

“BerryLab App" means the mobile application software developed, owned, and released by BerryLab and available for download for Android or iOS, including all content and services listed in Part 4, and made available on or through the same, and any updates, upgrades, supplements, releases, and versions thereof;

"BerryLab Museum“ means an NFT collection deployed by BerryLab as a collective of art from different contributors.

2.2. General interpretation. In these Terms:

2.2.1. A reference to a “Clause” or “Annex” or “Part” shall be construed as a reference to, respectively, a Clause or Schedule or Part of these Terms, unless the context requires otherwise.

2.2.2. A reference to a “document” shall be construed to include any electronic document.

2.2.3. The masculine includes the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires.

2.2.4. Headings. Headings are for ease of reference only and do not form a part of these Terms.

PART 3. ELIGIBILITY OF THE SERVICES

3.1. Eligibility for a physical person.

To be eligible to use the Services:

  • you must be at least eighteen (18) years old and legally competent to enter into these Terms;
  • you must not be a resident of sanctioned jurisdictions according to any trade embargoes, UN Security Council Resolutions (“UNSCR”), or HM Treasury's financial sanctions regime; and
  • you must not be currently the subject of or subject to economic sanctions such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by OFAC, the denied persons or entity list of the U.S. Department of Commerce, or any similar list maintained by any other relevant sanctions authority.

3.2. Eligibility for a legal entity.

If you are using our Services on behalf of a legal entity, you further represent and warrant that:

  • the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
  • the legal entity must not be currently the subject of or subject to economic sanctions such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by OFAC, the denied entity list of the U.S. Department of Commerce, or any similar list maintained by any other relevant sanctions authority.
  • you are duly authorized by such a legal entity to act on its behalf.

3.3. Availability of the Services depending on the jurisdiction.

You can only use our Services if permitted under the laws of your jurisdiction. For the avoidance of doubt, you may not use our Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your use of our Services would be illegal or otherwise violate any applicable laws. Please make sure that these Terms are in compliance with all laws, rules, and regulations that apply to you.

3.4. Limiting Availability of the Services.

By using BerryLab, you represent and warrant that you meet all eligibility requirements that we outline in these Terms. We may still refuse to let certain people access or use Services and we reserve the right to change our eligibility criteria at any time

PART 4. BERRYLAB INTERFACE SERVICES

4.1. General.

The BerryLab Interface consists of the BerryLab web-hosted user interface, and the BerryLab App, each of which allows you to connect to a Third-Party Digital Asset Wallet to track and monitor a portfolio of digital assets. To use the BerryLab Interface, you must already have a Digital Asset Wallet that is supported by the BerryLab Interface.

4.2. Functionality of BerryLab Interface.

Kindly check our DOCUMENTS for a full list of features.

4.3. Market and Third-Party Data.

The BerryLab Interface contains information pertaining to third-party Digital Assets, staking pools, and liquidity pools, other platform data, among other things. The presentation of this information does not imply any association with or endorsement of third parties, even if certain functionalities on the BerryLab Interface require the use of such third-party products. The content of such third-party services and products as stated on the BerryLab Interface is based on information made publicly available or by such third parties to us, and we, therefore, make no representations or warranties on the accuracy of such third-party service or product-related information.

4.4. Third-Party Decentralized Services.

4.4.1. Description of Third-Party Decentralized Services. BerryLab Interface provides access to or links to third-party services, such as DEXs, and/or Dapps (“Third Party Services”), and enables you to access Third Party Services via a Dapp browser or functionality embedded within BerryLab Interface.

4.4.2. Access to the Third-Party Decentralized Services via Dapp Browser. While using BerryLab App you have access to Third-Party Decentralized Services via Dapp Browser and can login to Third-Party Decentralized Services using the Digital Asset Wallet address connected to BerryLab Interface. Dapps accessible via Dapp Browser may also involve accessing certain digital asset markets, boards, or interfaces allowing for complex financial transactions.

4.4.3. Disclaimer. When accessing Third Party Services, you understand that you are at no time transferring your assets to us. We provide access to Third Party Services only as a convenience, do not have control over their content, do not warrant or endorse, and are not responsible for the availability or legitimacy of, the content, products, assets, or services on or accessible from those Third Party Services (including any related websites, resources or links displayed therein). Third Party Services may provide access to assets which have high risks of illiquidity, devaluation, lockup, or loss.

PART 5. FEES AND TAXES

5.1. Fees.

By using the Services, you agree to pay all applicable fees. Fees applicable to the Services or any component of the Services, if any, shall be published at BerryLab Website and/or BerryLab Interface. BerryLab reserves its right to charge Users fees now or in the future set by the Company and published on the BerryLab Website.

5.2. Alteration of Fees.

The Company reserves the right to modify, from time to time the size, the amounts, and the percentage rates of its fees providing the User with a respective notification of such charges accordingly. Any alteration to charges will be notified to you in advance of the relevant change via our Website or the mobile app. You need to monitor and/or regularly check the fees and charges on our Website or in the mobile app, taking into account that the Company is under no obligation to make personal notifications of the alterations to the charges. Your continued use of our platform shall be considered as your consent and agreement to such changes and shall be governed by those Terms and Conditions, as modified. If you do not wish to be bound by those changes you should cease to use our platform and inform us immediately.

5.3. Fee Waiver.

BerryLab reserves the right to provide Fee waivers to certain Users following the rules of loyalty or promotions programs.

5.4. Third Parties and Network Fees.

Please note, that network fees and third-party fees can be imposed on any Transactions and Digital Asset Transfer and have no relation to BerryLab fees. Bank fees, credit card and debit card fees charged for any Digital Asset purchases may be netted out of the settled amount of your Digital Asset purchases from Third Party Payment Services Partners. You are responsible for paying any additional fees charged by your financial service provider.

PART 6. AVAILABILITY AND ACCURACY

6.1. Access and Availability.

While the Services have been extensively tested, the software used for the Services is still relatively new and could have bugs or security vulnerabilities. Further, the software is still under development and may undergo significant changes over time that may not meet users’ expectations.

6.2. Accuracy.

Although we intend to provide accurate and timely information on the BerryLab Interface, the BerryLab Interface (including, without limitation, the content) may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products, and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the BerryLab Interface are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third-party materials accessible or linked to the BerryLab Interface.

PART 7. DESCRIPTION AND ACKNOWLEDGMENT OF RISKS

7.1. No Insurance or Regulator protection. Digital assets are not legal tender, are not backed by the government, and digital asset accounts and value balances on BerryLab are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. BerryLab is not a bank and does not offer fiduciary services. As a software provider, BerryLab is not regulated by any federal or state regulatory agency and is not subject to the examination or reporting requirements of any such agencies.

7.2. Technical Risks.

The BerryLab Interface may be temporarily unavailable from time to time for maintenance or other reasons. BerryLab assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, user communications. BerryLab is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or on via the Services or combination thereof, including injury or damage to users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the BerryLab Interface. Under no circumstances will BerryLab be responsible for any loss or damage, including any loss or damage to any user content or user data, financial damages or lost profits, loss of business, or personal injury or death, resulting from anyone's use of the Service, any User Content or Third Party Content posted on or through the Services or transmitted to users, or any interactions between users of the Services, whether online or offline.

7.3. Network Risks.

BerryLab makes no guarantee as to the functionality of any blockchain network or Dapp, which could, among other things, lead to delays, conflicts of interest, or operational decisions by third parties that are unfavorable to certain owners of Digital Assets.

7.4. Security Risk.

Digital Assets and use of the BerryLab Interface may be subject to expropriation and/or theft. Hackers or other malicious groups or organizations may attempt to interfere with BerryLabInterface in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the Ethereum protocol rests on open-source software, there is the software underlying the Services may contain intentional or unintentional bugs or weaknesses that may negatively affect BerryLab Interface. In the event of such a software bug or weakness, there may be no remedy and users are not guaranteed any remedy, refund, or compensation.

7.5. Third-Party Resources and Promotions.

The BerryLab Interface may contain references or links to third-party resources, including (but not limited to) information, materials, products, or services, that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Interface. BerryLab does not endorse or assume any responsibility for any such resources or promotions. If you access any such resources or participate in any such promotions, you do so at your own risk, and you understand that this Agreement does not apply to your dealings or relationships with any third parties. You expressly relieve us of any and all liability arising from your use of any such resources or participation in any such promotions.

7.6. Operation of Digital Asset Protocols.

We do not own or control the underlying software protocols that govern the operation of Digital assets supported on the Service. Generally, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. We assume no responsibility for the operation of the underlying protocols, and we are not able to guarantee the functionality or security of network operations. In particular, the underlying protocols may be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Assets you store in your Digital Asset Wallet. BerryLab does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information concerning the digital asset protocols when determining whether to continue to use a BerryLab Service for the affected Digital Asset. You acknowledge and accept the risks of operating changes to digital asset protocols and agree that BerryLab is not responsible for such operating changes and is not liable for any loss of value you may experience as a result of such changes in operating rules.

7.7. Volatility Risks.

BerryLab shall have no liability for Digital Asset fluctuations or loss associated with your use of BerryLab Interface. At any time, subject to outages, downtime, and other applicable policies.

PART 8. INTELLECTUAL PROPERTY

8.1 Limited License.

All content in and in the Services, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound, and other files, and their selection and arrangement (the “Content”), are the proprietary property of BerryLab with all rights reserved. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without BerryLab's prior written permission, except as provided in the following sentence and except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the BerryLab Interface. Provided that you are eligible for use of the BerryLab Interface, you are granted a limited license to access and use the BerryLab Interface and to download or print a copy of any portion of the Content solely for your use in connection with your use of the Services, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not republish Content on any Internet, Intranet, or Extranet site or incorporate the information in any other database or compilation and any other use of the Content is strictly prohibited. Any use of the Content other than as specifically authorized herein, without the prior written permission of BerryLab, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by us at any time without notice and with or without cause.

IMPORTANT: BerryLab provides all information as is and you may not redistribute information displayed on or provided by the BerryLab Interface.

8.2. Trademarks.

BerryLab and other BerryLab graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks or trade dresses of BerryLab in the U.S. and/or other countries. BerryLab's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of BerryLab. BerryLab may, at its sole discretion, limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of BerryLab or others.

8.3. Copyright Complaints.

If you believe that any material on the Site infringes upon any copyright that you own or control, you may send a written notification of such infringement to our BerryLab as set forth below to [email protected].

To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:

  • An electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

8.4.Submissions.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Site or the Services ("Submissions"), provided by you to BerryLab are non-confidential and shall become the sole property of BerryLab. BerryLab shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PART 9. GENERAL USE, PROHIBITED USE, AND TERMINATION

9.1. Prohibited Use.

In connection with your use of the Services, and your interactions with other users, and third parties you agree and represent you will not engage in any unlawful activity, abusive activity, fraud, gambling, intellectual property infringement, or prohibited activities restricted by card networks (collectively, “Prohibited Use”) and as further defined on our Prohibited Use Policy. You agree that you are only using our Services with legally obtained funds that rightfully belong to you. We reserve the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions program, legal process, or governmental request. We reserve the right to cancel and/or suspend your access to BerryLab Interface if we determine, in our sole discretion, that your Account is associated with a Prohibited User.

9.2. Suspension.

BerryLab may suspend, restrict or terminate your access to the BerryLab Interface if: (i) We are so required by a facially valid subpoena, court order, or binding order of a government authority; (ii) We reasonably suspect you of using the Services in connection with a Prohibited Use; (iii) Use of your using the Services is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your activity; (iv) Our service partners are unable to support your use; (v) You take any action that BerryLab deems as circumventing BerryLab's controls.

9.3. Not an Offering of Securities or Commodities.

The content of the Site and the Services do not constitute an offer to buy or sell or a solicitation of an offer to buy or sell investments, securities, partnership interests, commodities, or any other financial instruments; the content or the Site and the Services also do not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any state or jurisdiction in which such an offer or solicitation is not authorized or permitted, or to any person to whom it is unlawful to make such offer or solicitation.

9.4. No Advice.

BerryLab makes no representation or warranty, express or implied, to the extent not prohibited by applicable law, regarding the advisability of investing in securities, funds, commodity interests, partnership interests, or other investments or funding or purchasing loans. The past performance of any investment, loan, security, partnership interest, commodity, or financial instrument is not a guide to future performance. BerryLab does not offer fiduciary services and is not your agent, advisor, or fiduciary.

PART 10. DISPUTES

10.1. Arbitration Agreement.

In the event of a dispute arising from or related to this Agreement or the Services, including but not limited to claims based on federal and state statutory claims, common law claims, and those grounded in contract, tort, fraud, misrepresentation, or any other legal theory, you and we agree to pursue resolution through binding arbitration on an individual basis (the “Arbitration Agreement”). This excludes disputes that are eligible and proceed in a local small claims court on an individual (non-class and non-representative) basis, subject to the jurisdictional requirements in the UAE. The arbitration shall be conducted in accordance with the rules of a recognized arbitration institution in the UAE, mutually agreed upon by both parties. This Arbitration Agreement encompasses disputes related to its interpretation, enforceability, scope, or validity. The determination of such issues will be exclusively made by an arbitrator and not by a court or judge.

10.2. Arbitration Procedures.

The arbitration will be conducted by a single, neutral arbitrator and shall take place in the emirate in which you reside, or another mutually agreeable location within the UAE, in English languages. The arbitrator is authorized to award any relief that would be available in a court of competent jurisdiction, and their decision may be enforced in any court within the UAE. An arbitrator’s decision will not have a precedential effect. Hearings can be conducted in person or by telephone at your request, and the arbitrator may decide motions on briefs, without oral hearings, as per UAE law. The prevailing party in any action or proceeding to enforce this Agreement, any arbitration pursuant to this Agreement, or any small claims action, may be entitled to costs and attorneys’ fees, in accordance with UAE law.

10.3. Waiver of Class Action and Jury Trial.

YOU AND BERRYLAB AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE YOU AND BERRYLAB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT YOUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED UNDER THE FEDERAL ARBITRATION ACT). YOU AND WE EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award 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. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

10.4. Disclaimers.

None of BerryLab's, its parent, any of its affiliates, subsidiaries, providers, or their respective officers, directors, employees, agents, independent contractors, or licensors (collectively the “BerryLab Parties”) guarantees the accuracy, adequacy, timeliness, reliability, completeness, or usefulness of any of the Content and the BerryLab Parties disclaim liability for errors or omissions in the Content. This BerryLab Interface and all of the Content are provided "as is" and "as available," without any warranty, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or title. Additionally, there are no warranties as to the results of your use of the Content. The BerryLab Parties do not warrant that the BerryLab Interface is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction, or modification under the laws applicable to this Agreement. BerryLab cannot guarantee and does not promise any specific results from the use of the Services to exchange, borrow, loan, stake, or pool digital assets.

10.5. Release of Claims.

You expressly agree that you assume all risks in connection with your access and use of the Services. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of the Interface and your interaction with the Services. This waiver and release are subject to the laws and regulations of the United Arab Emirates. Under UAE law, please be aware that this release does not extend to any rights or claims that may not be lawfully waived or released under applicable UAE law. Moreover, this release does not extend to claims that you are not currently aware of, but which, if known, would materially affect your decision to agree to this release.

10.6. Governing Law; Venue and Jurisdiction

By visiting or using the Services, you agree that the laws of the United Arab Emirates, without regard to any principles of conflict of laws that would require or permit the application of the laws of any other jurisdiction, will govern this Agreement. If you use the Services, the terms of the Services will be governed exclusively by the laws of the United Arab Emirates, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.

10.7. Indemnity.

You also agree to indemnify and hold BerryLab, its subsidiaries, affiliates, and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees, and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this Agreement or your violation of any law, rule or regulation, or the rights of any third party.

PART 11. LIMITATION OF LIABILITY.

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL BERRYLAB OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES OR ANY OF THE CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, EVEN IF BERRYLAB IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW BERRYLAB'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO BERRYLAB FOR THE SERVICES. IN NO CASE WILL BERRYLAB'S LIABILITY TO YOU EXCEED THE LESSER OF (I) THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($USD100.00) OR ITS EQUIVALENT IN THE LOCAL CURRENCY OF THE APPLICABLE JURISDICTION OR (II) THE AMOUNTS PAID BY YOU TO BERRYLAB IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO BERRYLAB FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM BERRYLAB, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN FEDERAL AND STATE LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

WE MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, ABOUT LINKED THIRD PARTY SERVICES, THE THIRD PARTIES THEY ARE OWNED AND OPERATED BY, THE INFORMATION CONTAINED ON THEM, ASSETS AVAILABLE THROUGH THEM, OR THE SUITABILITY, PRIVACY, OR SECURITY OF THEIR PRODUCTS OR SERVICES. YOU ACKNOWLEDGE SOLE RESPONSIBILITY FOR AND ASSUME ALL RISK ARISING FROM YOUR USE OF THIRD-PARTY SERVICES, THIRD-PARTY WEBSITES, APPLICATIONS, OR RESOURCES, INCLUDING RISK OF LOSS FOR ASSETS TRADED THROUGH SUCH THIRD-PARTY SERVICES. IN NO EVENT WILL BERRYLAB BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THIRD PARTY SERVICES. THIS SECTION OPERATES IN ADDITION TO ANY LIMITATION OF LIABILITY EXPRESSED ELSEWHERE IN THIS USER AGREEMENT

PART 12. GENERAL PROVISIONS

12.1. Amendments.

We may amend or modify this Agreement without notice at any time and the revised Agreement will always be available through BerryLab Interface, and the revised Agreement shall be effective at such time. You understand and agree that your continued use of the Services after we have made any such changes constitutes your acceptance of the new Agreement. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your account. You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein. If the revised Agreement includes a material change, we will endeavor to provide you advanced notice via our website and/or social media before the material change becomes effective.

12.2. Assignment.

You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any BerryLab affiliates or subsidiaries, or to any successor in the interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and insure to the benefit of the parties, their successors, and permitted assigns. In the event that BerryLab is acquired by or merged with a third party entity or undergoes a change of control, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

12.3. Force Majeure.

BerryLab shall not be liable for delays, failure in performance, or interruption of service that result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

12.4. Links to Other Web Sites and Content.

The BerryLab Interface contains (or you may be sent through the BerryLab Interface) links to other websites (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (the “Third Party Content”). Such Third Party sites and Third Party contents are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party sites accessed through the BerryLab Interface or any Third Party contents posted on the BerryLabInterface), including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party sites or the Third Party contents. Inclusion of or linking to any Third Party sites or any Third Party content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the BerryLab Interface.

12.5. No-Waiver.

The failure of BerryLab to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

12.6. Notices. To give us notice under this Agreement, the user must contact BerryLab by email to [email protected].

12.7. Promotions.

From time to time, BerryLab may make available special offers or conduct promotions for qualifying users. Subject to applicable laws, BerryLab may establish qualifying criteria to participate in any special promotion at its sole discretion. BerryLab may revoke any special offer at any time without notice. BerryLab shall have no obligation to make special offers available to all users. BerryLab makes no recommendation and does not provide any advice about the value or utility of any digital assets, pool, lending arrangement, or Services otherwise subject to a promotion.

12.8. Severability.

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

13.10. Survival.

The following provisions of this Agreement shall survive termination of your use or access to the BerryLab Interface: the sections concerning Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General Provisions, and any other provision that by its terms survives termination of your use or access to the BerryLab Interface.

APPENDIX A: PROHIBITED USE, PROHIBITED BUSINESS, AND CONDITIONAL USE POLICY

Prohibited Use

You may not use the Services to engage in the following categories of activity (“Prohibited Uses”). The specific uses listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at [email protected]. By accessing the BerryLab Interface or BerryLab API, you confirm that you will not use your Account to do any of the following, as relevant:

  • Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with intercept, or expropriate any system, data, or information; transmit or upload any material to the BerryLab Interface that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the Services, computer systems or networks connected to the Services, through password mining or any other means; use BerryLab information of another party to access or use the BerryLab interface, or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of BerryLab.
  • Abuse Other Users: Interfere with another individual's or entity's access to or use of any Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Services about others, including without limitation email addresses, without proper consent.
  • Fraud: Activity which operates to defraud BerryLab, BerryLab users, or any other person; provide any false, inaccurate, or misleading information to BerryLab.
  • Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance
  • Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; use of BerryLab intellectual property, name, or logo, including use of BerryLab trade or service marks, without express consent from BerryLab or in a manner that otherwise harms BerryLab or the BerryLab brand; any action that implies an untrue endorsement by or affiliation with BerryLab.
  • Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, regulation, or sanctions programs administered in the countries where BerryLab conducts business, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.

Prohibited Business

You may not use your BerryLab to engage in the following categories of activity ("Prohibited Use(s)"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of the Services involves a Prohibited Use, or have questions about how these requirements apply to you, please contact us at [email protected]. By accessing BerryLab, you confirm that you will not do any of the following:

  • Counterfeit or Unauthorized Goods: Unauthorized sale or resale of a brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen.
  • High-risk businesses: any businesses that we believe pose elevated financial risk, legal liability, or violate card network or bank policies.
  • Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder.
  • Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services; credit counseling or repair; real estate opportunities; investment schemes.
  • Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs
  • Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body.
  • Regulated Products and Services: Marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age-restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and services with varying legal status on a state-by-state basis.
  • Restricted Financial Services: Check cashing, bail bonds, and collections agencies.
  • Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect as an illegal drug (e.g., salvia, kratom).
  • Unfair, predatory or deceptive practices: Investment opportunities or other services that promise high rewards; Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

Conditional Use

Express written consent and approval from BerryLab must be obtained prior to using Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at [email protected]. BerryLab may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use Services in connection with any of the following businesses, activities, or practices:

  • Money Services: Money transmitters, digital asset transmitters; currency or digital asset exchanges or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the virtual world; act as a payment intermediary or aggregator or otherwise resell any of the Services.
  • Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize.
  • Charities: Acceptance of donations for nonprofit enterprises.
  • Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.

APPENDIX B: E-SIGN DISCLOSURES AND CONSENT

This policy describes how the Company delivers communications to you electronically. The Company may amend this policy at any time by providing a revised version on our website. The revised version will be effective at the time we post it. We try to provide you with prior notice of any material changes via our website and/or social media.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, "Communications") that we provide in connection with your use of the BerryLab. Communications include:

  • Terms of use and policies you agree to (e.g., the BerryLab Terms of Use and Privacy Policy), including updates to these agreements or policies;
  • Account details, history, transaction receipts, confirmations, and any other Account or transaction information;
  • Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
  • Responses to claims or customer support inquiries filed in connection with your Account.

BerryLab will provide these communications to you by posting them on the BerryLab website and/or social media, emailing them to you at the primary email address listed in your BerryLab profile, if any, communicating to you via instant chat, and/or through other electronic communication such as mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic communications, you will need the following computer hardware and software:

  • A device with an Internet connection;
  • A current web browser that includes 128-bit encryption (e.g., Internet Explorer version 9.0 and above, Firefox version 3.6 and above, Chrome version 31.0 and above, or Safari 7.0 and above) with cookies enabled;
  • A valid email address (your primary email address on file with the Company); and
  • Sufficient storage space to save past communications or an installed printer to print them.

How to Withdraw Your Consent

You may withdraw your consent to receive communications electronically by contacting us at [email protected] If you fail to provide or if you withdraw your consent to receive Communications Electronically, the Company reserves the right to immediately close your Account or charge you additional fees for paper copies.

Updating your Information

It is your responsibility to provide us with a true, accurate, and complete e-mail address and your contact information, and to keep such information up to date. You understand and agree that if the Company sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, the Company will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings.