Terms of Service — Oracle | Last updated: 04/26/2023   These terms of service, together with any documents and additional terms they incorporate by reference (collectively, these “Terms”), are entered into between Lava Incorporated (“Lava,” “we,” “us,” and “our”) and you or the company or other legal entity that you represent (“you” or “your”). Please read these Terms carefully as they govern your use of our site located at Lava.xyz and all associated sites (the “Website”) and our Services (defined below) and describe your rights and obligations and our disclaimers and limitations of legal liability. By accessing or using any part of the Website or the Services, you agree to become bound by the terms and conditions of these Terms. If you do not agree to these Terms, you must not access or use our Website or the Services. Please carefully review the disclosures and disclaimers set forth in Section 8 in their entirety before accessing the Website, our Services, or using any software developed by Lava.

In our sole discretion, we reserve the right to modify these Terms from time to time. If we make changes, we will notify you by sending an email, providing a notice through the Website or our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, any modifications are effective immediately, and your continued use of the Website or our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.

1. SERVICES The Website enables users to access open-source documentation and related services, including (without limitation) Oracle and resources, data and computation services, and resources for the Lava community (the “Services”).

2. YOUR REPRESENTATIONS AND WARRANTIES; CONDITIONS You must be able to form a legally binding contract online either on behalf of a company or as an individual to use the Website or the Services. Accordingly, you represent that you have the legal authority to bind the company or other legal entity to these Terms (if you are agreeing to these Terms on behalf of a company or other legal entity) and you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract online, and have the full, right, power and authority to enter into and to comply with the obligations under these Terms. Additionally, you represent and warrant that you are not a citizen or resident of a state, country, territory, or other jurisdiction that is embargoed by the United States or where your use of the Website or the Services would be illegal or otherwise violate any domestic or foreign law, rule, statute, regulation, by-law, order, protocol, code, decree, or other directive, requirement or guideline, published or in force which applies to or is otherwise intended to govern or regulate any person, property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over Lava, you, the Website or the Services, or as otherwise duly enacted, enforceable by law, the common law or equity (“Applicable Law”). As a condition to accessing or using the Services or the Website, you represent warrant and agree that you: (i) will only use the Services and the Website for lawful purposes and in accordance with these Terms; (ii) will ensure that all information that you provide on the Website is current, complete, and accurate; (iii) agree (A) that no Protected Party (defined below) will be responsible for any loss or damage incurred as the result of any interactions you have with other users of the Website or Services.

As a condition to accessing or using the Website or the Services, you represent, warrant, and agree that you will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable anti-money laundering and anti-terrorist financing laws and any relevant and applicable privacy and data collection laws, in each case as may be amended; (ii) export, reexport, or transfer, directly or indirectly, any Lava technology or data in violation of applicable export laws or regulations; (iii) infringe on or misappropriate any contract, intellectual property, or other third-party rights, or commit a tort while using the Website or the Services; (iv) misrepresent the truthfulness, sourcing or reliability of any content on the Website or through the Services; (v) use the Website or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Website or Services, or that could damage, disable, overburden, or impair the functioning of the Website, or the Services; (vi) attempt to circumvent any content filtering techniques or security measures that Lava employs on the Website or the Services, or attempts to access any service or area of the Website or the Services that you are not authorized to access; (vii) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us, to access the Website or Services or to extract data; (viii) introduce any malware, virus, Trojan horse, worm, logic bomb, drop-dead device, backdoor, shutdown mechanism or other harmful material into the Website or the Services; (ix) post content or communications on the Website or through the Services (including User Content (as defined below)) that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable or in violation of the Lava Community Code of Conduct; (x) post content on the Website or through the Services containing unsolicited promotions, political campaigning, or commercial messages or any chain messages or user content designed to deceive or trick the user of the Service; or (xi) encourage or induce any third party to engage in any of the activities prohibited under these Terms.

3. PROPRIETARY RIGHTS Excluding any open source software or third-party software that the Website or the Services incorporates, as between you and Lava, Lava owns the Website and the Services, including all technology, content and other materials used, displayed or provided on the Website (including all intellectual property rights), and hereby grants you a limited, revocable, non-transferable, license to access and use those portions of the Website and the Services that are proprietary to Lava in accordance with their intended uses and using their designated public interfaces.

Certain of the Services are governed by the most recent version of the open source license commonly known as the MIT License, a copy of which (as it applies to the Website and the Services) can be found at: ****https://github.com/lava-xyz/sibyls (as of the date these Terms were last updated) and any other applicable licensing terms for the Website and the Services in these Terms (collectively, the “Lava License”). You acknowledge that the Website or the Services may use, incorporate or link to certain open-source components and that your use of the Website and/or the Services is subject to, and you will comply with any, applicable open-source licenses that govern any such open-source components (collectively, “Open-Source Licenses”). Without limiting the generality of the foregoing, you may not resell, lease, lend, share, distribute or otherwise permit any third party to use the Website or the Services or otherwise use the Website or the Services in a manner that violates the Lava License or any other Open-Source Licenses.

Any of Lava’ product or service names, logos, and other marks used in the Website or as a part of the Services, including Lava’ name and logo are trademarks owned by Lava, its affiliates or its applicable licensors. You may generally use Lava’ name and logo to refer to Lava’ products or services, provided that it does not in any way suggest or imply sponsorship or approval by Lava. You may also indicate the relationship of your products and services to Lava’ products or services by using an accurate descriptive term in connection with your product or service. You may not use Lava’ name and logo in a manner that may cause confusion with others or result in genericization. Lava reserves its right to prohibit the use of the Lava marks by anyone that we believe misuses our trademarks. Except as provided in the foregoing, you may not copy, imitate or use Lava marks without Lava’s (or the applicable licensor’s) prior written consent.

Lava will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any suggestions, comments, or other feedback provided by you to Lava with respect to the Website or Services (“Feedback”) provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise.

Lava may host or provide links to websites and other content of third parties (“Third Party Content”). Lava makes no claim or representation regarding, and accepts no responsibility for, Third Party Content or for the quality, accuracy, nature, ownership or reliability thereof. You use these links and the Third Party Content at your own risk. When you leave the Website, 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 website to which you navigate from the Website.

4. USER CONTENT Lava allows users to use services, such as chat, bulletin boards, forum or blog postings, wiki contributions, and to participate in other activities in which you may create, post, transmit, perform, or store content, videos, or other materials through the Portal (“User Content”). All User Content must comport with these Terms and the Lava Community Code of Conduct. If you submit, transmit, display, perform, post, or store User Content using the Website, you grant Lava and its sublicensees, to the fullest extent and for the maximum duration permitted by Applicable Law (including in perpetuity if permitted under Applicable Law), an unrestricted, worldwide, irrevocable, fully-sublicensable, non-exclusive, and royalty-free right to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Content. Should such User Content contain the name, identity, likeness, and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Lava and its sublicensees are allowed to use them to the extent indicated in these Terms. To the furthest extent permitted by Applicable Law, you hereby agree that Lava shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Lava for any such unauthorized copying or usage of the User Content, under any theory.

You are solely responsible for your User Content and the consequences of posting or publishing it. You represent and warrant that: (1) you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User Content does not and will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) defame any other person; and (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code. Lava reserves all rights and remedies against any users who breach these representations and warranties. Further, you agree that your User Content will comply with the guidelines issued by the U.S. Federal Trade Commission from time to time, as well as any other advertising guidelines required under applicable law. You are solely responsible for any endorsements or testimonials you make regarding any product or service through the Website.

5. CHANGES; SUSPENSION; TERMINATION We may, at our sole discretion, from time to time and with or without prior notice to you, modify, suspend or disable, temporarily or permanently, the Services offered by Lava, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident. We will not be liable for any losses suffered by you resulting from any modification to any Services or from any suspension or termination, for any reason, of your access to all or any portion of the Website or the Services. All of these terms will survive any termination of your access to the Website or the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.

6. ELECTRONIC NOTICES You consent to receive all communications, agreements, documents, receipts, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to you by posting them on the Website or through the Services or by emailing them to you at the email address you provide in connection with using the Services. You should maintain copies of our Communications by printing a paper copy or saving an electronic copy. You may also contact our support team to request additional electronic copies of our Communications by filing a support request at [email protected]

7. INDEMNIFICATION You will defend, indemnify, and hold harmless Lava, our affiliates, and our and our affiliates’ respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers, licensors and contractors (collectively, “Protected Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to your use of, or conduct in connection with, the Website, Services, any Feedback or User Content; your violation of these Terms; your violation of Applicable Law or regulations; or your infringement or misappropriation of the rights of any other person or entity. If you are obligated to indemnify any Protected Party, Lava (or, at its discretion, the applicable Protected Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Lava wishes to settle, and if so, on what terms.

8. DISCLOSURES; DISCLAIMERS Lava is a developer of open-source software. Lava does not operate a virtual currency or derivatives exchange platform or offer trade execution or clearing services and therefore has no oversight, involvement, or control with respect to your transactions. You are responsible for complying with all laws and regulations applicable to your transactions, including, but not limited to, the Commodity Exchange Act and the regulations promulgated thereunder by the U.S. Commodity Futures Trading Commission (“CFTC”), and the federal securities laws and the regulations promulgated thereunder by the U.S. Securities and Exchange Commission (“SEC”).

You understand that Lava is not registered or licensed by the CFTC, SEC, or any financial regulatory authority. No financial regulatory authority has reviewed or approved the use of the Lava open-source software. The Website, the Services, and the Lava open-source software do not constitute advice or a recommendation concerning any commodity, security, or other asset. Lava is not acting as an investment adviser or commodity trading adviser to any person.

To the maximum extent permitted under Applicable Law, the Website and the Services (and any of their content or functionality) provided by or on behalf of us are provided on an “AS IS” and “AS AVAILABLE” basis, and we expressly disclaim, and you hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, merchantable quality, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, we do not represent or warrant that the Website or the Services (including any related data) will be uninterrupted, available at any particular time or error-free. Further, we do not warrant that errors in the Website or the Service are correctable or will be corrected.

You acknowledge that your data on the Website or through the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, software failures, viruses or other technologically harmful materials (including those which may infect your computer equipment), protocol changes by third-party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. The disclaimer of implied warranties contained in these Terms may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which you reside.

9. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES In no event will Lava, together with any Protected Party, be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Website or Services, any execution or settlement of a transaction, any performance or non-performance of the Services, your Distributed Ledger Technology assets, other digital assets, or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not any Protected Party has been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy nor is Lava in any way responsible for the execution or settlement of transactions between users of Lava open-source software.

10. LIMITATION OF LIABILITY In no event will the Protected Parties’ aggregate liability arising out of or in connection with the Website and Services (and any of their content and functionality), any performance or nonperformance of the Services, your Distributed Ledger Technology assets, other digital assets or any other product, service or other item provided by or on behalf of a Protected Party, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of fees paid by you to us under these Terms in the twelve (12) month period immediately preceding the event giving rise to the claim for liability.

11. RELEASE To the extent permitted by applicable law, in consideration for being allowed to use the Website, and/or the Services, you hereby release and forever discharge Lava and all Protected Parties from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website and/or Services including any interactions with, or act or omission of, other Website users or any third-party services). YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW OR REGULATION IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

12. DISPUTE RESOLUTION AND ARBITRATION Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Lava and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes you from suing in court or having a jury trial. You and Lava agree that any dispute arising out of or related to these Terms or our Services is personal to you and Lava and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

Except for small claims disputes in which you or Lava seeks to bring an individual action in small claims court located in the county or other applicable jurisdiction where you reside or disputes in which you or Lava seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Lava waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against Lava or relating in any way to the Services, you agree to first contact Lava and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Lava by email at [email protected]. The Notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the claim, and set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Lava cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in the state of Delaware, in accordance with the AAA Consumer Arbitration Rules (“AAA Rules”). The most recent version of the AAA Rules is available on the AAA website and is hereby incorporated by reference. You either acknowledge and agree that you have read and understand the AAA Rules or waive your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.

You and Lava agree that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitrator, Lava, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including, but not limited to, all information gathered, prepared, and presented for purposes of the arbitration or related to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

You and Lava agrees that for any arbitration you initiate, you will pay the filing fee and Lava will pay the remaining AAA fees and costs. For any arbitration initiated by Lava, Lava will pay all AAA fees and costs. You and Lava agree that the courts of Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Lava will not have the right to assert the claim. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by emailing us at [email protected]. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.

If any portion of this Section 12 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, and severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 12 or the parties’ ability to compel arbitration of any remaining claims on an individual basis under this Section 12, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will stay pending the outcome of any individual claims in arbitration. Further, if any part of this Section 12 is found to prohibit an individual claim from seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 12 will be enforceable. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.

13. GOVERNING LAW You agree that the laws of the State of Illinois, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Lava, except to the extent governed by federal law.

14. MISCELLANEOUS Any right or remedy of Lava set forth in these Terms is in addition to, and not in lieu of, any other right or remedy whether described in these Terms, under Applicable Law, at law, or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The invalidity or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. We will have no responsibility or liability for any failure or delay in the performance of the Website or any of the Services, or any loss or damage that you may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use the Website or the Services, or any of your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining your consent or approval. Headings of sections are for convenience only and will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Website and the Services. If there is a conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.