Squid Terms of Service

Terms & Conditions / Terms of Services — Ceiba Network Inc.

Effective as of: August 4, 2026

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS”), WHICH ALONG WITH OUR PRIVACY POLICY AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE, IF ANY,(COLLECTIVELY, THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN YOU OR ANY ENTITY ON WHOSE BEHALF YOU ACCESS OR USE THE SERVICES (“USER” OR “YOU”), AND CEIBA NETWORK INC. (“CEIBA”). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. CEIBA AND USER ARE HEREINAFTER JOINTLY DEFINED AS THE “PARTIES” OR INDIVIDUALLY A “PARTY”.

BY ACCESSING OR USING THE SERVICES AND ACCEPTING THESE TERMS, YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THEM. YOU AGREE TO THESE TERMS PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN CONNECTING YOUR WALLET TO USE CEIBA’S API AND SDK IN ACCORDANCE WITH THE DOCUMENTATION PROVIDED AT DOCS.SQUIDROUTER.COM (THE “SERVICES”). YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO BIND ANY SUCH COMPANY OR LEGAL ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS AND/OR USE THE SERVICES.

CEIBA AND ITS AFFILIATES DO NOT, IN ANY WAY, GUARANTEE, WARRANT, OR REPRESENT THE PERFORMANCE, SECURITY, AVAILABILITY OR UNINTERRUPTED OPERATION OF THE SERVICES OR ANY RELATED SOFTWARE OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, SMART CONTRACTS, BLOCKCHAIN NETWORKS, CENTRALISED OR DECENTRALISED PROTOCOLS, OR ANY INTEGRATIONS, DEPENDENCIES, OR THIRD-PARTY SERVICES.

CEIBA DOES NOT HOLD OR CONTROL YOUR PRIVATE KEYS, WALLET CREDENTIALS, OR DIGITAL ASSETS AND CANNOT INITIATE, REVERSE, MODIFY, CANCEL, OR RECOVER TRANSACTIONS SUBMITTED BY THE USER. YOU REMAIN SOLELY RESPONSIBLE FOR SAFEGUARDING YOUR WALLET, PRIVATE KEYS, SEED PHRASES, AND OTHER AUTHENTICATION CREDENTIALS.

THE AVAILABILITY OF A ROUTE, TOKEN, BLOCKCHAIN NETWORK, LIQUIDITY SOURCE, OR THIRD-PARTY SERVICES (AS DEFINED BELOW) THROUGH THE INTERFACE DOES NOT CONSTITUTE AN ENDORSEMENT, RECOMMENDATION, CERTIFICATION, OR REPRESENTATION BY CEIBA CONCERNING ITS SECURITY, SUITABILITY, LIQUIDITY, REGULATORY STATUS, OR PERFORMANCE.

BY CONNECTING YOUR WALLET, OR OTHERWISE INTERACTING WITH THE SERVICES, USER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THE RISK DISCLOSURES SET OUT BELOW. USER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES AND ANY RELATED TRANSACTIONS ARE LAWFUL AND APPROPRIATE FOR ITS CIRCUMSTANCES, FINANCIAL POSITION, RISK TOLERANCE, AND TECHNICAL CAPABILITIES. NOTHING MADE AVAILABLE THROUGH THE SERVICES, BY CEIBA OR ITS AFFILIATES CONSTITUTES INVESTMENT, FINANCIAL, LEGAL, TAX, TRADING, OR OTHER PROFESSIONAL ADVICE, OR A RECOMMENDATION, SOLICITATION, OR ENDORSEMENT CONCERNING ANY DIGITAL ASSET, TRANSACTION, PROTOCOL, OR STRATEGY.

THE REGULATORY TREATMENT OF DIGITAL ASSETS IS UNCERTAIN AND MAY CHANGE WITHOUT NOTICE. CHANGES IN APPLICABLE LAW, REGULATORY ACTION, SANCTIONS REQUIREMENTS, OR THE TREATMENT OF DIGITAL ASSETS MAY RESTRICT, SUSPEND, OR PREVENT ACCESS TO OR USE OF SOME OR ALL OF THE SERVICES. USERS ARE SOLELY RESPONSIBLE FOR COMPLYING WITH ALL APPLICABLE LAWS AND RESTRICTIONS.

IMPORTANT: THESE TERMS CONTAIN PROVISIONS GOVERNING APPLICABLE LAW, DISPUTE RESOLUTION, DISCLAIMERS OF WARRANTIES, AND LIMITATIONS OF LIABILITY THAT MAY AFFECT YOUR LEGAL RIGHTS. YOU SHOULD REVIEW THOSE PROVISIONS CAREFULLY BEFORE CONNECTING A WALLET, SUBMITTING TRANSACTIONS, OR OTHERWISE USING AND INTERACTING WITH THE SERVICES. IF THERE IS ANY CONFLICT BETWEEN THIS RISK DISCLOSURE AND THE TERMS OF SERVICE, THE TERMS OF SERVICE SHALL PREVAIL.

Ceiba may change these Terms from time to time at its sole discretion, and if it makes any material changes, it will attempt to notify you by sending you an email to the last email address you provided to Ceiba and/or posting a notice on Ceiba’s website. You agree to promptly notify Ceiba of any changes to your email address. Any material changes to these Terms will be effective upon the earlier of (i) the effective date or (ii) the date of your acceptance of the new Terms if we provide a mechanism for acceptance.

If you have any queries in relation to the Services, please contact us at [email protected].

ARTICLE I: DEFINITIONS AND RULES OF INTERPRETATION

The terms defined in this Section, whenever used in these Terms shall have the meanings set forth below:

“Governmental Authority” means any nation or government, including the Republic of Panama, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization.

“hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms.

“include(s)” and “including” shall be construed to be followed by the words “without limitation” unless the context requires otherwise.

“Applicable Law(s)” means all laws, statutes, legal requirements, guidance, ordinances, rules, rulings, regulations, judgments, injunctions, orders and decrees enacted, promulgated or issued by any Governmental Authority.

“Ceiba Party” or “Ceiba Parties” means Ceiba and its affiliates, and each of their respective shareholders, directors, officers, employees, agents, contractors, licensors, suppliers and service providers, and the successors and assigns of each of the foregoing.

“or” shall be construed to be the “inclusive or” rather than “exclusive or” (i.e., shall be read as “and/or”) unless the context requires otherwise.

“Person” means an individual or legal entity or person, including a government or political subdivision or an agency or instrumentality thereof.

“Token” means any amount (including any fractional amount) of an intangible asset that is created and stored in digital format on a blockchain.

The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms.

ARTICLE II. CEIBA SERVICES

Section 2.1 Services.

Ceiba created the Services to enable the User to swap any Token between blockchains. Ceiba’s Services are non-custodial. Ceiba is not a broker, financial institution or creditor and provides an administrative platform only. Ceiba does not host, maintain or have access to the authentication credentials for any User wallet, including asymmetric cryptographic keys (“Private Keys”). Users are solely responsible for securing authentication credentials and Private Keys. Accordingly, Ceiba does not provide custody or control of Users’ digital assets and does not conduct any regulated activity under the Securities Market Law of the Republic of Panama.

Section 2.2 Conditions Precedent to CEIBA’S Obligations to Perform Services.

Ceiba shall not have any obligation to provide the Services at any time if the representations and warranties of User set forth in Article III are not accurate and complete. User acknowledges and agrees that the Services provided by Ceiba are novel, experimental and speculative, and that therefore there is significant uncertainty regarding the application of existing law thereto. If any representation or warranty made by the User under these Terms, or in connection with the provision of the Services, is or becomes inaccurate, incomplete or untrue in any material respect, Ceiba may terminate this Agreement and suspend or discontinue the User’s access to the Services with immediate effect without prejudice to any other rights or remedies available under this Agreement or Applicable Laws.

Section 2.3 Third Party Services and Content.

By using Ceiba Services, the User may also be using the resources, including products, services or content, and links contained in advertisements, banner advertisements and sponsored links of one or more third parties (such third-party resources or linking shall be referred to herein as the “Third Party Services”). Third Party Services are provided for the User’s convenience only and the availability of Third Party Services does not constitute an endorsement by Ceiba of the same. Third Party Services are not under Ceiba’s control and are exclusively operated by a third party; such Third Party Services shall not, under any circumstances, be considered part of our Services or provided by or on behalf of Ceiba. Ceiba makes no representation or warranty regarding any Third Party Service, including its availability, security or suitability for use with or in conjunction with Ceiba’s Services. Any proprietary right or interest in any Third Party Service and any content provided therein belongs to that third party provider subject to any right or license User may hold as to such Third Party Service. If you decide to access or use a Third Party Service, your activity and use is governed by the Third Party Service’s terms and conditions, not by those of Ceiba.

ARTICLE III: REPRESENTATIONS AND WARRANTIES OF USER

Section 3.1 Status.

Users who are individuals must be at least 18 years old and of legal age to enter into a binding contract in both the Republic of Panama and the jurisdiction in which User resides, and of sound mind and body. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted. User represents and warrants that it is not a Person of the kind described under Section 3.4 (a “Restricted Person”) and is not accessing or using the Services for, on behalf of, or for the benefit of any Restricted Person.

Section 3.2 Power and Authority.

User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitute a legal, valid and binding obligation of User enforceable against User in accordance with its terms.

Section 3.3 No Conflict; Compliance with Law.

User entering into these Terms does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any Applicable Laws, tax obligation, or any order or judgment of any court or other agency of government applicable to User, or contract or agreement to which User is a party or by which User is bound. User confirms in particular that it will fully comply with all Applicable Laws.

Section 3.4 Persons Subject to Sanctions Restrictions.

User is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, identified on any list of prohibited parties under any applicable law or by any applicable Governmental Authorities, such as, for example, the lists maintained by the United Nations Security Council, the Republic of Panama, the U.S. government (including the U.S. Department of the Treasury's Specially Designated Nationals and Blocked Persons list), the U.K., the British Virgin Islands, the Cayman Islands and the European Union (EU) or its member states. User warrants it is not, and is not owned or controlled by, or acting on behalf of, any other Person who is, located, ordinarily resident, organized, established or domiciled in areas subject to comprehensive trade embargoes, including Cuba, Iran, North Korea and Syria. User's Tokens are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law. Ceiba has the right, and may have a legal responsibility, to suspend or terminate services with Users subject to such sanctions restrictions.

Section 3.5 Non-Reliance.

User understands the inherent risks associated with blockchain-based systems and represents that User is knowledgeable, experienced and sophisticated in using and evaluating the Services and similar technologies. User has conducted its own thorough independent investigation and analysis of the Services and the other matters contemplated by these Terms in determining to use the Services and enter into these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Ceiba in connection therewith. It is the User’s responsibility to configure its information technology, programs and platform in order to access the Services. User acknowledges and understands that, as of the Effective Date, the Republic of Panama has no specific licensing or regulatory framework governing virtual asset service providers (“VASP”). The absence of a VASP-specific licensing framework does not limit the applicability of any other Applicable Laws that may apply to the User, the Services or any related activity.

Section 3.6 Prohibited Activity.

User will use the Services for its intended purpose and will not engage in, attempt to engage in, or encourage or enable any other Person to: (i) make commercial use of the Services or any of its content without express permission; (ii) hack, gain unauthorized access or introduce any kind of malicious code to it; (iii) reverse engineer or decompile (whether in whole or in part) any software available through it; (iv) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Services or any material or information contained in it; (v) use the Services to engage in wash trading or other deceptive or manipulative trading activities, or any activity regulated under the Securities Market Law of the Republic of Panama; (vi) use the Services for any purpose that is unlawful; (vii) use them in any manner that disrupts their operation; (viii) use, display, mirror or frame the Services or any individual element within the Services, Ceiba’s name, any Ceiba trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Ceiba’s express written consent; (ix) access, tamper with or use non-public areas of the Services, Ceiba’s computer systems or the technical delivery systems of Ceiba’s providers; (x) attempt to probe, scan or test the vulnerability of any Ceiba system or network or breach any security or authentication measures; (xi) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Ceiba or any of Ceiba’s providers or any other third party (including another user) to protect the Services; (xii) 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 Ceiba or other generally available third-party web browsers; (xiii) use any meta tags or other hidden text or metadata utilizing a Ceiba trademark, logo, URL or product name without Ceiba’s express written consent; (xiv) 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; (xv) 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; (xvi) collect or store any personally identifiable information from the Services from other users of the Services without their express permission; or (xvii) impersonate or misrepresent User’s affiliation with any person or entity.

ARTICLE IV: INTELLECTUAL PROPERTY RIGHTS

All rights to the Services are either the property of Ceiba or its licensors or are open source software. Such rights are protected, as applicable, under Law No. 64 of October 10, 2012, Law No. 35 of May 10, 1996, as amended by Law No. 61 of October 5, 2012, and any other Applicable Law. Any existing intellectual property rights such as copyrights, trademark rights and other intellectual property rights are the exclusive property of Ceiba. This content may only be used by the User in connection with the use of the Services. User shall not copy, reproduce, modify, adapt, translate, distribute, publish or otherwise exploit any part of the Services or Ceiba’s intellectual property rights, except with Ceiba’s express written authorization. We or our licensors, or the third parties who otherwise own the intellectual property rights, retain all rights to that content.

ARTICLE V: LIMITED WARRANTY OF CEIBA; DISCLAIMERS

User acknowledges and agrees that except as set forth in these Terms, the Services are provided on an "as is" and "as available" basis with all faults and without warranty of any kind, whether express, implied or statutory. Ceiba makes no representation or warranty that the Services will comply with any obligations that User may have under any Applicable Laws, or similar obligations and Ceiba shall not have any liability or be responsible for any damages, liabilities, losses, costs, out-of-pocket costs or expenses (including attorneys’ fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind arising out of, in connection with or relating to the User’s compliance with any obligations under any Applicable Laws or similar obligations. Without limiting the foregoing, Ceiba does not represent or warrant that (i) the Services will be error-free, uninterrupted or available at all times; or (ii) the Services will remain compatible with, or operate without interruption on, any equipment provided by User. User acknowledges and agrees that technical problems may prevent Ceiba from providing all or any part of the Services and except as set forth in the first sentence of this Section, Ceiba makes no warranties and the User receives no warranties, whether express, implied or statutory, regarding or relating to the Services and Ceiba hereby specifically disclaims, overrides and excludes to the fullest extent permitted by law, all implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and all other warranties, conditions, other contractual terms, representations, indemnities and guarantees with respect to the Services, whether express, implied or statutory, arising by law, custom, prior oral or written statements by Ceiba or any of its agents or affiliates or otherwise (including but not limited to, as to title, satisfactory quality, accuracy, completeness, uninterrupted use, non-infringement, timeliness, truthfulness, sequence and any implied warranties, conditions and other contractual terms arising from transaction usage, course of dealing or course of performance).

Ceiba further expressly disclaims all liability or responsibility in connection with Third Party Services. Nothing herein nor any use of the Services in connection with Third Party Services constitutes Ceiba’s endorsement, recommendation, or any other affiliation of or with any Third Party Services.

Ceiba cannot guarantee the security of any data that User discloses online. User accepts the inherent security risks of providing information and dealing online over the internet and will not hold Ceiba responsible for any breach of security.

The Services may not be available due to any number of factors including, but not limited to, periodic system maintenance, scheduled or unscheduled, acts of god, unauthorized access, viruses, denial of service or other attacks, technical failure of the services and/or telecommunications infrastructure or disruption, and therefore Ceiba expressly disclaims any express or implied warranty regarding the use and/or availability, accessibility, security, or performance of the Services caused by such factors.

Ceiba does not make any representations or warranties against the possibility of deletion, misdelivery, or failure to store communications, personalized settings, or other data.

Ceiba will not be responsible or liable to User for any loss and takes no responsibility for, and will not be liable to User for, any losses, damages or claims arising from: (i) user error such as forgotten passwords or Private Keys, incorrectly constructed transactions or mistyped wallet addresses; (ii) server failure or data loss; (iii) blockchain networks, digital wallets or corrupt files; (iv) unauthorized access to Services; or (v) any third-party activities, including without limitation the use of viruses, phishing, brute-forcing or other means of attack.

Tokens are intangible digital assets. They exist only by virtue of the ownership record maintained on the applicable blockchain network. Any transfer of title that might occur in any Token or other digital asset occurs on the decentralized ledger within such blockchain network. Ceiba does not guarantee that it can effect the transfer of title or right in any Tokens or other digital assets, or that any associated payment or swap will be successful.

To the extent the Services enable User to interact with blockchain protocols, User understands that User’s use of such protocols is entirely at User’s own risk. Such protocols are available on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, quiet enjoyment, and non-infringement. User assumes all risks associated with using such protocols, and digital assets and decentralized systems generally, including but not limited to, that digital assets are highly volatile; User may not have ready access to assets; and User may lose some or all of User’s Tokens or other assets. User agrees that User will have no recourse against Ceiba for any losses due to User’s use of such protocols. For example, these losses may arise from or relate to: (i) lost funds; (ii) server failure or data loss; (iii) corrupted digital wallet files; (iv) unauthorized access; (v) errors, mistakes, or inaccuracies; or (vi) third-party activities.

User acknowledges, understands and assumes all risks arising from or relating to its access to and use of the Services, including, without limitation: (i) cross-chain and bridging risk, including the failure, delay, exploitation, insolvency or compromise of any bridge, relayer, messaging protocol, validator set or liquidity source, which may result in assets being lost, stranded in transit, delivered on an unintended network, or delivered as a wrapped or synthetic representation rather than the underlying asset; (ii) smart contract risk, including undiscovered bugs, logic errors, upgrade or governance actions, oracle failure and exploits, whether in contracts deployed by Ceiba or in any third-party contract with which the Services interact; (iii) market, slippage and MEV risk, including price movement between quotation and settlement, insufficient liquidity, failed or partially filled transactions, and front-running, sandwiching, transaction reordering or other value extraction by block producers, searchers or other network participants; (iv) wallet and key risk, including loss, theft or compromise of Private Keys, seed phrases or wallet credentials, transaction signing errors, mistyped or incorrect destination addresses, and malicious or spoofed signature requests, none of which any Ceiba Party is able to reverse or recover; (v) regulatory risk, including changes in Applicable Law, sanctions designations, enforcement action or licensing requirements that may restrict, suspend or terminate access to the Services or affect the treatment of any Token or transaction; (vi) staking risk, including lock-up, unbonding and withdrawal delays, slashing or other validator penalties, validator downtime or misconduct, and loss or reduction of rewards; (vii) risks arising from hooks, intents, solvers and similar execution mechanisms, including execution by third-party solvers or fillers on terms less favorable than expected, failure of a hook or post-swap action to execute, and reliance on infrastructure that no Ceiba Party operates or controls; and (viii) risks arising from agents, automated strategies or programmatic interfaces, including erroneous, unintended, duplicated or unauthorized instructions submitted on User’s behalf. User is solely responsible for evaluating these risks before using the Services, and no Ceiba Party shall have any liability in respect of them.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above disclaimers of warranties may not apply to User.

ARTICLE VI: LIMITATIONS OF LIABILITY

Each disclaimer, exclusion and limitation of liability set out in Article V and this Article VI is given for the benefit of, and applies equally to, each Ceiba Party, and each reference to Ceiba in Article V and this Article VI shall be read as a reference to Ceiba and each other Ceiba Party. User acknowledges and agrees that Ceiba shall, to the extent permitted by law, , not have any liability in or be responsible for any damages, liabilities, losses, costs, out-of-pocket costs or expenses (including attorneys' fees), whether direct, indirect, special, incidental, consequential, punitive or otherwise of any kind (including, without limitation, any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation or loss of, damage to or corruption of data), in each case arising under or related to claims of breach of contract, tort (including negligence), strict liability, negligent misrepresentation, restitution, breach of statutory duty or any other cause of action whatsoever with respect to these Terms, the Services or any other matters contemplated hereby. Notwithstanding anything to the contrary herein and without limiting the foregoing, User acknowledges and agrees that Ceiba shall not be held liable for: any loss or theft of Tokens including, but not limited to, Private Keys; transaction errors done by the User; late execution or settlement of any transaction whatsoever; the incorrect booking of transactions or the presence of an error in ordering the booking of transactions in a blockchain; any security breach or weakness, bug, of any kind for a digital asset; any security breach or weakness, bug, of any kind in the technology stacks used including but not limited to programming languages and open-source libraries; any configuration or installation errors by the User. Ceiba makes no warranties or representations, express or implied, about linked Third Party Services, assets available through them, or the suitability, privacy, or security of their products or services. User acknowledges sole responsibility for and assumes all risk arising from the use of Third Party Services, third-party websites, applications, or resources. Ceiba shall not be liable under any circumstances for damages arising out of or in any way related to software, products, services and/or information offered or provided by third parties and accessed through any of Ceiba Services.

User shall indemnify, defend and hold harmless each Ceiba Party from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to: (i) User’s access to or use of the Services; (ii) User’s breach of this Agreement; (iii) User’s violation of any Applicable Law, including sanctions, anti-money laundering and counter-terrorist financing requirements; (iv) User’s infringement or misappropriation of the intellectual property or other rights of any third party; (v) any representation or warranty made by User under these Terms being inaccurate, incomplete or untrue when made; and (vi) any transaction submitted,or signed from any wallet controlled by or associated with User. Ceiba may, at User’s expense, assume the exclusive and control of any matter subject to indemnification under this paragraph, and User shall cooperate with that . User shall not settle any such matter in a manner that imposes any obligation or admission on a Ceiba Party without Ceiba’s prior written consent.

ARTICLE VII: TERMINATION

User acknowledges that Ceiba may suspend or terminate its access to the Services at any time, with or without notice, including, without limitation, in the event there are reasonable grounds to believe that the User has violated this Agreement, poses a security or compliance risk, or if Ceiba is required to do so to comply with Applicable Law or governmental request. User may discontinue its use of the Services at any time. Section 3.6, Article IV, Article V, Article VI and Article VIII shall survive the termination of this Agreement and remain in full force and effect.

ARTICLE VIII: MISCELLANEOUS

Section 8.1 Governing Law.

These Terms shall be governed by and construed in accordance with the substantive laws of the Republic of Panama excluding its conflict of law provisions.

Section 8.2 Dispute Resolution.

Any controversy or dispute arising out of or relating to this Agreement or in connection with the Services, including its interpretation, application, performance, breach, termination, validity or enforceability, shall be finally resolved by arbitration, following an attempt at conciliation unless urgent interim or conservatory relief is required, administered by the Panama Conciliation and Arbitration Centre (CECAP) in accordance with its procedural rules. The number of arbitrators shall be three. The seat, or legal place, of arbitration shall be Panama City, Republic of Panama. The language of the arbitral proceedings shall be English. The arbitral award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction. Nothing in this clause prevents either Party from seeking interim, emergency, injunctive or conservatory relief from any competent court or arbitral tribunal. User agrees that any claim shall be brought against the Ceiba Parties on an individual basis only, and not as a claimant, plaintiff or class member in any purported class, collective, consolidated, coordinated or representative action or private attorney general action. User further agrees to waive any right for such claims to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, to the fullest extent permitted by Applicable Law. Combining or consolidating individual arbitrations into a single arbitration is not permitted without Ceiba’s prior written consent. Any claim or cause of action between User and any Ceiba Party arising out of or relating to these Terms or the Services must be filed within six months after such claim or cause of action accrues, and if not so filed will be forever barred, to the fullest extent permitted by Applicable Law. For purposes of this Section, a claim or cause of action accrues when the event giving rise to the claim occurs, or when the claimant knew or should have known of that event, whichever is earlier.

Section 8.3 Successors and Assigns.

Except as set forth in these Terms, no rights, obligations or liabilities of User may be assigned, transferred or delegated to any Person without the prior written consent of Ceiba. Ceiba may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable Law. These Terms shall inure to the benefit of the parties, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any Person who may otherwise succeed to any right, obligation or liability under these Terms by operation of Law or otherwise.

Section 8.4 Entire Agreement.

These Terms, including the Privacy Policy and any supplemental terms, constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

Section 8.5 Severability.

Should any part or provision of these Terms be held to be invalid by any competent court, governmental or administrative authority having jurisdiction, the other provisions of these Terms shall nonetheless remain valid. In this case, the Parties shall endeavor to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The same shall apply if and to the extent that these Terms are found to contain any gaps or omissions.

Section 8.6 Notices.

All notices under these Terms shall be made in writing (including e-mail). Notices will be deemed to have been duly given when received.

Section 8.7 Force Majeure.

Ceiba shall not incur any liability or penalty for not performing any act or fulfilling any obligation hereunder by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any Governmental Authority, any act of God or war or terrorism, or the unavailability, disruption or malfunction of the internet, the World Wide Web or any other electronic network, the Network or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the Network or any aspect thereof). For the avoidance of doubt, in the event of any ambiguity or misinterpretation in connection with this Section, it shall be interpreted and applied in accordance with Articles 34-D and 990 of the Civil Code of the Republic of Panama. It being understood that Ceiba shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Ceiba operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.

Section 8.8 No Waiver.

No failure on the part of any Person to exercise any power, right, privilege or remedy under these Terms, and no delay on the part of any Person in exercising any power, right, privilege or remedy under these Terms, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

Section 8.9 Taxes.

User is solely responsible for determining which taxes, duties, levies or similar charges apply to its use of the Services and to any transaction it submits, and for reporting, filing and paying the correct amount to the appropriate Governmental Authority. No Ceiba Party provides tax advice, and nothing made available through the Services constitutes tax advice. Ceiba does not determine, withhold, collect, report or remit any tax on behalf of User or any other Person. User shall indemnify the Ceiba Parties against any tax, penalty or interest assessed against a Ceiba Party as a result of User’s failure to comply with this Section.