Terms of Service

Please read these Terms of Service (the "Terms") and our Privacy Policy carefully because they govern your use of the website located at https://www.sunnyside.io (the "Site") and any associated applications, protocols and/or platforms, including, but not limited to, any mobile or web based applications, dashboards, APIs, SDKs, developer documentation, and related interfaces, including https://www.privacyboost.io, https://app.privacyboost.io, and https://docs.privacyboost.io (collectively, the "Platform") offered by Sunnyside Labs Inc. ("we," "us," or "Sunnyside"). The Platform and our services offered thereon are hereinafter referred to as the "Services."

Important Notice

These Terms contain provisions that affect your legal rights, including a binding arbitration agreement, a class action waiver, and limitations of liability. Please read carefully.

Arbitration and class action waiver notice: Except in limited circumstances described below, disputes between you and Sunnyside must be resolved by binding, individual arbitration rather than in court. You may have a right to opt out of arbitration as described in the "Opt-Out Option" section.

Sunnyside does not provide investment, tax, legal, or financial advice. Any information provided through the Services is for general informational purposes only and should not be relied upon as advice.

You acknowledge and agree that Sunnyside is not a party to transactions between users of the Services, participants on the Platform, or between users and third-party protocols or blockchain networks. Sunnyside is not responsible for disputes, losses, or claims arising from such transactions.

Agreement to Terms

These Terms hereby incorporate by this reference any additional terms and conditions with respect to the Services posted by Sunnyside to the Platform or otherwise made available to you by Sunnyside. If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated ("Organization"), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to "you" and "your" in these Terms will refer to both the individual using the Services and to any such Organization.

Definitions

• "Blockchain Network" means any blockchain, rollup, sidechain, testnet, mainnet, smart contract system, validator network, or other distributed ledger technology with which the Services may interact.
• "Customer Agreements" means any separate order form, statement of work, master services agreement, onboarding documentation, beta or pilot agreement, enterprise terms, or other written agreement governing your access to private, paid, production, or otherwise restricted features of the Services.
• "Digital Asset" means any token, coin, crypto asset, digital asset, stablecoin, or other asset created, issued, or recorded on or in connection with any Blockchain Network.
• "Restricted Jurisdiction" means any country or territory that is, or whose government is, the subject or target of comprehensive economic or trade sanctions, embargoes, or similar restrictions administered, enacted, or enforced by the United States (including OFAC), the United Kingdom, the European Union, or any other applicable governmental authority.
• "Restricted Person" means any person or entity that (i) is listed on, or owned or controlled by one or more persons listed on, any sanctions- or restricted-party list maintained by the United States (including OFAC), the United Kingdom, the European Union, or any other applicable governmental authority, (ii) is organized, ordinarily resident, or located in a Restricted Jurisdiction, or (iii) is acting on behalf of, or for the benefit of, any person described in clauses (i) or (ii).
• "Sunnyside Parties" means Sunnyside and all of our past, present and future partners, parents, subsidiaries, affiliates and joint venturers, as well as all of our respective past, present and future officers, directors, agents, representatives, attorneys, predecessors, successors and assigns, whether acting in the course and scope of employment, and all persons acting by, through, under, or in concert with any of them.
• "Third-Party Services" means any third-party websites, wallets, custody solutions, exchanges, smart contracts, Blockchain Networks, node or infrastructure providers, compliance vendors, auditors, data providers, software, APIs, or other products or services that are not owned or controlled by Sunnyside.
• "Wallet" means a software application, device, account, or other mechanism used to store, send, receive, or manage private keys, signing credentials, and corresponding public keys associated with Digital Assets. A Wallet may be custodial or non-custodial and may reside on hardware, software, or cloud-based platforms.

Overview

Platform and the Services

Sunnyside provides a limited, non-custodial interface and related services for its privacy and Layer 2 products, including Privacy Boost, which enables confidential on-chain workflows on supported Blockchain Networks. The Services may allow you to access information, documentation, dashboards, APIs, SDKs, beta environments, or, where enabled by Sunnyside, connect a Wallet to shield, transfer, unshield, or otherwise interact with supported Digital Assets through smart contracts and related off-chain infrastructure. Depending on the configuration of the Services, Sunnyside and/or the applicable service operator may hold or control a cryptographic viewing key or similar selective disclosure mechanism that can be used, when there is a legitimate business, compliance, security, or legal need, to access or decrypt certain on-chain transaction data associated with your use of the Services, including wallet addresses, transfer amounts, asset types, and counterparty information. Access through such mechanism may be recorded on-chain as part of an immutable audit trail. Sunnyside does not act as your agent, does not take custody of your Wallet, and is not a counterparty to your on-chain transactions. Sunnyside does not represent or warrant that any use of the Services will be fully anonymous, untraceable, or confidential in all circumstances.

Relationship to Customer Agreements

Access to certain private, beta, pilot, production, paid, or allowlisted features of the Services may require you to enter into Customer Agreements. These Terms supplement, and do not amend, any Customer Agreements. If there is a conflict between these Terms and an applicable Customer Agreement, the Customer Agreement controls to the extent of the conflict.

Beta, Pilot, Preview, and Testnet Services

From time to time, Sunnyside may make available Services or features that are identified as beta, pilot, preview, sandbox, early access, testnet, evaluation, or similar non-production offerings (collectively, "Beta Services"). Beta Services are provided for testing, evaluation, and feedback purposes only. Beta Services may be incomplete, experimental, unavailable, interrupted, changed, or discontinued at any time without notice, and may contain bugs, errors, vulnerabilities, or other defects.

Sunnyside makes no representation, warranty, service level commitment, uptime commitment, support commitment, or other assurance with respect to any Beta Services. You use Beta Services entirely at your own risk and should not rely on Beta Services for production use, mission-critical workflows, or any use case in which failure, interruption, inaccuracy, or data loss could cause harm or liability.

Sunnyside may suspend, revoke, or limit access to Beta Services at any time in its sole discretion. Sunnyside may also monitor, log, and analyze your use of Beta Services for product improvement, security, compliance, testing, and troubleshooting purposes. Any feedback you provide regarding Beta Services will be treated as Feedback under these Terms.

If Sunnyside provides you access to any Beta Services that are not publicly available, Sunnyside may designate such Beta Services, related documentation, and related information as confidential, and you agree not to disclose them except as permitted by Sunnyside in writing or as required by law.

Third-Party Components; No Liquidity or Execution Services

The Services may reference or integrate with Blockchain Networks, smart contracts, wallets, custodians, node providers, compliance vendors, auditors, or other Third-Party Services. Such third parties are independent and not Sunnyside's employees, agents, partners, or fiduciaries. Sunnyside does not guarantee liquidity, pricing, execution quality, transaction inclusion, confirmation times, uptime, or availability of any Third-Party Service.

Informational Nature; No Offer; No Advice

The Services and any information made available through the Services, including descriptions of Privacy Boost, supported chains, throughput, compliance features, audit functionality, roadmaps, security controls, and performance information, are provided for informational purposes only and may be incomplete, outdated, or subject to change. Nothing on the Services constitutes an offer to sell or a solicitation to buy any asset or financial product, a recommendation or endorsement, or legal, tax, regulatory, financial, or investment advice. You should conduct your own diligence and consult your own advisers.

Account Registration and Security

To access certain features of the Services, you may be required to create an account, obtain credentials, or be specifically invited or approved by Sunnyside. You agree to provide accurate, current, and complete information as requested by Sunnyside and to update such information promptly if it changes. You are solely responsible for maintaining the confidentiality and security of your account credentials, Wallets, and devices used to access the Services. You are responsible for all activities conducted through your account, whether or not authorized by you. Sunnyside is not liable for any loss or damage arising from your failure to secure your account. You agree to notify Sunnyside immediately upon becoming aware of unauthorized access or use of your account.

Wallet

In connection with using the Services, you may be required to connect a Wallet or other third-party signing utility. Sunnyside does not know or have access to the private keys to the Wallets you connect to the Services. You are exclusively responsible for maintaining the confidentiality and security of your Wallet(s), accounts and devices you use to access the Services. We are not liable for any loss or damage arising from your failure to protect your Wallet(s). You agree to notify us as soon as you become aware that another person has unauthorized access to your Wallet.

Third-Party Permissions

Certain features of the Services may require you to grant permissions or approvals to smart contracts, APIs, or specified on-chain accounts. You are solely responsible for reviewing, monitoring, and revoking any permissions or approvals you grant, and Sunnyside is not responsible for losses arising from permissions you grant.

No Fiduciary Duties

These Terms and the Services are not intended to, and do not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated.

Eligibility

You may use the Services only if you represent and warrant that you (as applicable):

• Are at least the age of majority in your jurisdiction and capable of forming a binding contract with Sunnyside;
• Are not a Restricted Person and are not accessing or using the Services from, in, or on behalf of any person located in a Restricted Jurisdiction;
• Will not use any virtual private network, proxy service, Tor, anonymization service, IP-spoofing tool, or other means designed to circumvent geolocation controls, sanctions restrictions, access restrictions, or compliance-related controls applicable to the Services;
• Understand the Risks associated with using the Services, including, but not limited to, your assumption of all such risks detailed in the section titled "Digital Asset and Protocol Risks";
• Will not falsify or materially omit any information or provide misleading or inaccurate information requested by Sunnyside in the course of, directly or indirectly relating to, or arising from your activities on or use of the Services, including, but not limited to, at registration or during administration or other due diligence processes, and that if any information provided to Sunnyside becomes incorrect or outdated, you will promptly provide corrected information to Sunnyside;
• Acknowledge and agree that any Wallet you use in connection with the Services is wholly controlled and owned by you and that Sunnyside does not have any right, title or interest to the Wallet, except as otherwise set forth herein;
• Will not use the Services in order to conceal or disguise the origin or nature of proceeds of crime or terrorist financing, or to further, any breach of applicable law, or to deal in any unlawful property, funds, or proceeds;
• Have not, nor have any of your affiliates, directly or indirectly offered, promised, given, or authorized any payment, or offered, promised, given, or authorized the giving of anything else of value, including, but not limited to, any cryptocurrency, to a government official or individual employed by another entity in the private sector in violation of any applicable law;
• Consent to any and all tax and information reporting under applicable law;
• Will not, nor will any of your affiliates, use the Services directly or indirectly (i) on behalf of or for the benefit of any person subject to the jurisdiction of a Restricted Jurisdiction, (ii) in violation of or as prohibited, restricted, or penalized under applicable law, or (iii) in any way that would violate, be inconsistent with, penalized under, or cause the omission of filing of any report required under applicable law;
• Will not, nor will any of your affiliates, engage in any of the activities set forth in the section titled "General Prohibitions;"
• Are not otherwise barred from using the Services under applicable law; and
• Will accurately and promptly inform us if you know or have reason to know whether any of the foregoing representations or warranties no longer is correct or becomes incorrect.

Compliance Review; Suspicious Activity

Sunnyside may monitor or review activity on the Services for compliance, fraud detection, sanctions screening, abuse of privacy features, or other unlawful or suspicious conduct. Where the Services include selective disclosure functionality, Sunnyside and/or the applicable service operator may use a cryptographic viewing key or similar mechanism to access or decrypt on-chain transaction data, including wallet addresses, transfer amounts, asset types, and counterparty information, when there is a legitimate need to do so, including for compliance, anti-money laundering, sanctions screening, fraud investigation, security review, customer support, or in response to lawful requests or legal process. Sunnyside may request information from you at any time, and failure to provide such information may result in suspension or termination of access to the Services. Access through such mechanism may be recorded on-chain as part of an immutable audit trail.

General Prohibitions and Sunnyside's Enforcement Rights

In addition to any other prohibitions set forth in these Terms, you agree not to do, and not to allow a third party to do, any of the following:

• Engage in money laundering, sanctions evasion, abuse of privacy functionality, fraud, or other unlawful conduct, or otherwise use the Services to conceal unlawful proceeds or activity;
• Use, or allow a third party to use, the Services in a manner that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
• Use, display, mirror or frame the Services or any individual element within the Services, Sunnyside's name, any Sunnyside trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Sunnyside's express written consent;
• Access, tamper with, or use non-public areas of the Services, Sunnyside's computer systems, or the technical delivery systems of Sunnyside's providers;
• Attempt to probe, scan or test the vulnerability of any Sunnyside system or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Sunnyside or any of Sunnyside's providers or any other third party (including another user) to protect the Services;
• Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Sunnyside or other generally available third-party web browsers;
• Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Sunnyside trademark, logo, URL or product name without Sunnyside's express written consent;
• Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services (unless applicable law permits, despite this limitation);
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation;
• Systematically retrieve data or content from the Services to create a collection or database;
• Deceiving or misleading any other user or us, especially in any attempt to learn sensitive account information such as user passwords;
• Attempt to deanonymize, correlate, or otherwise infer confidential information about another user, transaction, or counterparty except as expressly permitted by law or the Services;
• Harass, abuse, or harm any other user or third-party using any information obtained from the Services;
• Framing or linking your platform, website or application to the Platform without our prior written consent;
• Use scripts, data-mining, robots, or similar data gathering tools to send comments or messages;
• Upload any materials that actively or passively collects information or acts as a transmission mechanism (includes gifs, 1x1 pixels, web bugs, cookies, spyware, pcms, etc.);
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you;
• Except as may be the result of standard search engine or internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software;
• Take any action designed to trick, disable, or circumvent any compliance, audit, selective disclosure, allowlist, or other control mechanisms, as determined by Sunnyside in its sole discretion; or encourage or enable any other individual to do any of the foregoing.

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

Fees and Payments

You acknowledge and agree that using the Services may involve fees, including fees assessed through the Services or under applicable Customer Agreements (the "Platform Transaction Fees") and network fees charged by blockchain networks or other Third-Party Services (the "Network Fees"). Platform Transaction Fees, if any, will be disclosed through the Services or in applicable Customer Agreements and may change from time to time. Network Fees are set and collected by the applicable network or third party and are not controlled by Sunnyside. If you submit a transaction on a blockchain network, such transaction is irreversible once confirmed and Sunnyside generally cannot reverse, cancel, or refund it.

If Sunnyside offers beta, pilot, testnet, promotional, or other no-fee or reduced-fee programs, Sunnyside may condition eligibility on compliance with these Terms and may modify or discontinue such programs at any time.

General Service Disclaimers

THE SERVICES AND PLATFORM ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OR WHETHER OBTAINED FROM SUNNYSIDE, ANY USER OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. FURTHER, SUNNYSIDE MAKES NO WARRANTY THAT THE CONTENT, OR THE SERVICES OR ANY OF ITS COMPONENT FEATURES AND FUNCTIONALITIES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SUNNYSIDE DOES NOT WARRANT OR GUARANTEE: (I) ANY RESULTS FROM THE USE OF THE SERVICES OR CONTENT; OR (II) THAT THE SERVICES OR CONTENT WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. SUNNYSIDE HEREBY SPECIFICALLY DISCLAIMS ALL LIABILITY ARISING FROM ALL THIRD-PARTY SERVICES.

Digital Asset and Protocol Risks

By using the Services, you acknowledge, understand, and agree that engaging in transactions involving Digital Assets, privacy protocols, APIs, SDKs, smart contracts, and related off-chain infrastructure carries significant risks (collectively, the "Risks"). Sunnyside makes no representations or warranties that use of the Services is appropriate for use in any jurisdiction. You use the Services at your own risk and are responsible for compliance with applicable laws. You confirm that you have read, understood, and accepted the below Risks. You understand there are Risks associated with using the Services and holding, transferring, shielding, unshielding, or otherwise using Digital Assets, including, but not limited to, the risks of / that:

• Additional risks arise from interacting with third-party infrastructure, APIs, wallets, custody providers, compliance vendors, and other service providers. Such parties may act in their own interest, may fail to perform, and may cause losses or delays. Sunnyside does not guarantee any returns, incentives, or outcomes.
• Interacting directly or indirectly with blockchains, blockchain-based smart contracts, and privacy infrastructure. These technologies, especially Digital Assets, are inherently volatile and blockchain-based systems may experience errors, bugs, cyberattacks, smart contract vulnerabilities, forks, attacks, downtime, or failures; potentially leading to a total loss of your Digital Assets or funds.
• Although the Services may include confidentiality, shielding, selective disclosure, audit, or other privacy-enhancing functionality, privacy is not absolute and Sunnyside does not guarantee complete anonymity, confidentiality, or resistance to tracing in all circumstances. Sunnyside and/or the applicable service operator may hold or control a cryptographic viewing key or similar selective disclosure mechanism that can be used, when there is a legitimate need, to access or decrypt certain on-chain transaction data, including wallet addresses, transfer amounts, asset types, and counterparty information, for compliance, anti-money laundering, sanctions screening, fraud investigation, security review, customer support, lawful requests, legal process, or other legitimate purposes. Use of the Services may also involve audit mechanisms, compliance controls, blockchain analytics, metadata leakage, wallet-linking risks, infrastructure failures, software defects, user error, third-party integrations, or other technical or legal factors that may reveal, correlate, expose, or require disclosure of information relating to you, your Wallet, your transactions, your counterparties, or your Digital Assets. Access through the viewing-key or selective disclosure mechanism may be recorded on-chain as part of an immutable audit trail. You acknowledge and accept these risks and understand that confidentiality features may be limited, unavailable, or overridden in certain circumstances.
• Digital Asset transfers are permanent and immutable. Once confirmed, transactions (including programmed data associated with a Digital Asset transfer) cannot be undone by you or us.
• Loss of Wallet access, through any means including lost private keys, forgotten passwords, or hardware failure, results in permanent loss of all associated assets.
• All technical risks, including, but not limited to, failure of the Platform and/or any third-party software used in connection with the Platform and smart contract failures or vulnerabilities that may result in immediate and total loss of all Digital Assets, or failed, delayed, or irreversible transactions.
• General risks associated with dealing in blockchain-based Digital Assets, including, but not limited to (i) extreme price volatility and potential complete loss of value, (ii) regulatory uncertainty, and (iii) market manipulation.
• Digital Assets may be subject to regulatory scrutiny or legal changes in one or more jurisdictions. Laws and regulations can change rapidly and may impact the legality, tax treatment, or use of Digital Assets. You are responsible for complying with all applicable laws.
• Delays, forks, congestion, censorship, or failures in networks outside of Sunnyside's control may result in transaction failures, delayed withdrawals, forced-withdrawal delays, loss of funds, or execution at unfavorable times.
• You may be unable to access, use, or exit a transfer, privacy workflow, or other position at your desired time or at all because supported tokens, blockchain networks, APIs, or features may change or be suspended, or because of allowlist changes, compliance controls, maintenance, or third-party failures.
• When engaging with third-party protocols, decentralized finance platforms or service providers through the Services, you bear the risk that such counterparties may fail to perform, become insolvent, or act fraudulently. Sunnyside is not responsible for disputes between you and any such third party.
• The tax treatment of Digital Assets is uncertain and may vary by jurisdiction. You are solely responsible for determining and fulfilling any tax obligations arising from your use of the Services and any Digital Asset transactions.

Release and Indemnification

You, on behalf of yourself and on behalf of your heirs, estate, executors, administrators, agents, beneficiaries, trustees, legal and other representatives, successors and assigns, hereby irrevocably and unconditionally indemnify and release and forever discharge Sunnyside Parties from any and all Claims that relate to or otherwise involve (i) your access to or use of the Services, (ii) your breach or violation of these Terms or any applicable law or regulation, or (iii) any interaction you have with a third party, except to the extent directly caused by Sunnyside's gross negligence, fraud, or willful misconduct.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SUNNYSIDE PARTIES NOR THEIR RESPECTIVE SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUNNYSIDE OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL SUNNYSIDE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE GREATER OF (I) ONE HUNDRED DOLLARS ($100) OR (II) THE AMOUNTS YOU ACTUALLY PAID TO SUNNYSIDE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUNNYSIDE AND YOU.

Dispute Resolution

Informal Dispute Resolution

Before initiating arbitration or any legal proceeding, you agree to first contact Sunnyside at contact@sunnyside.io to attempt to resolve the dispute informally. If Sunnyside and you do not reach a resolution within thirty (30) days of such contact, either party may commence arbitration in accordance with the section titled "Binding Arbitration" below.

Binding Arbitration

You and Sunnyside agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms, your use of the Services, or the relationship between the parties, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may assert claims in small claims court in Delaware if those claims qualify.

The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association ("AAA") applicable to consumer disputes (if you are an individual) or commercial disputes (if you are a business). The arbitration shall be held in Delaware or another mutually agreed location.

The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver

YOU AND SUNNYSIDE AGREE THAT ANY CLAIMS SHALL BE BROUGHT INDIVIDUALLY AND NOT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED BASIS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

Venue for Judicial Proceedings

In the event that the arbitration agreement is found not to apply to you or your claim, you agree that any judicial proceeding (other than small claims actions) shall be brought exclusively in the state or federal courts located in Delaware. You and Sunnyside consent to venue and personal jurisdiction in those courts.

Opt-Out Option

You may opt out of this arbitration agreement by sending written notice to contact@sunnyside.io within thirty (30) days of your initial acceptance of these Terms. Your notice must include your full name, address, and a clear statement that you wish to opt out of arbitration.

Changes to these Terms or the Services

We may update the Terms from time to time in our sole discretion. If we do update the Terms, we will post the updated Terms on the Platform and may also send other communications indicating such updates. It's important that you review the Terms whenever they are updated. If you continue to use the Services after we have posted updated Terms, then it means that you accept and agree to the changes made. If you don't agree to be bound by the changes, you may not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

Rights

If you submit to Sunnyside any feedback, suggestions, ideas, enhancement requests, bug reports, technical comments, support requests, or other submissions relating to the Services or any Digital Asset, smart contract, API, SDK, documentation, or integration workflow (collectively, "Feedback"), you grant Sunnyside a worldwide, perpetual, irrevocable, non-exclusive, sublicensable, royalty-free license to use, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit such Feedback for any lawful business purpose, including to operate, support, improve, test, secure, and enhance the Services, without compensation or attribution to you.

To the extent you provide Sunnyside with files, materials, data, configurations, logs, screenshots, wallet addresses, transaction hashes, or other information in connection with support, troubleshooting, onboarding, integration, security review, or compliance review ("Submitted Materials"), you grant Sunnyside a limited, non-exclusive, royalty-free license to use, host, copy, transmit, and process such Submitted Materials solely as reasonably necessary to provide, maintain, secure, support, or improve the Services, enforce these Terms, comply with law, or exercise Sunnyside's rights hereunder.

Except for the limited rights expressly granted in this section, Sunnyside does not claim ownership of your Submitted Materials, and nothing in these Terms transfers to Sunnyside any ownership rights in your Submitted Materials.

Third-Party Content; Links; Forward-Looking Statements

The Platform may contain links to third-party websites, code repositories, documentation, wallets, protocols, and other resources. Such links are provided for convenience only. The Platform does not control, endorse, verify, or validate third-party content. No person using or appearing on the Platform is authorized to provide financial, investment, legal, or professional advice on behalf of the Platform. Any descriptions of expected features, roadmaps, performance metrics, or future functionality are forward-looking only and should not be relied upon as guarantees.

Third-Party Services

We may (i) contract with third parties, including those providing Wallets, custodial tools, compliance tooling, blockchain infrastructure, and other services related to the Services, (ii) refer you to such third parties and (iii) provide links to third-party websites (or other online properties that are not owned or controlled by Sunnyside) or services that are not under the control of Sunnyside (collectively, "Third-Party Services"). In addition to these Terms, you may be bound by any additional terms required by providers of Third-Party Services. Sunnyside makes no representations about and accepts no liability for, any Third-Party Services. Sunnyside is not responsible for the reliability of any Third-Party Services, the services offered thereby, or for their privacy and security policies and procedures. You acknowledge and agree that Sunnyside has no liability whatsoever with respect to any Third-Party Services.

Termination

We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any disclaimers, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions.

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Sunnyside and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Sunnyside and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Sunnyside's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Sunnyside may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices or other communications provided by Sunnyside under these Terms will be given (i) via email, or (ii) by posting to the Platform or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

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

You acknowledge and agree that in entering into these Terms and using the Services you have not relied and are not relying on any representations, warranties or other statements whatsoever, whether written or oral (from or by us or any person acting on our behalf) other than those expressly set out in these Terms (or other related documents explicitly referred to herein) and that you do not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in these Terms.

You, and not Sunnyside, are responsible for paying Network Fees. It is your responsibility to determine what, if any, taxes apply to your use of the Services, and to report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your use of the Services, or for collecting, reporting, or remitting any taxes arising from such use. We encourage you to speak with your personal tax advisor regarding the tax implications of your use of the Services.

Contact Information

If you have any questions about these Terms or the Services, please contact Sunnyside at contact@sunnyside.io.