Superbridge Customer Agreement (Rollies and API Terms)

This Customer Agreement (“Agreement”) is entered into between Blob Engineering Pte. Ltd. (“Superbridge,” “we,” “us,” or “our”) and the entity identified in the applicable Order Form or accessing the Services through the Dashboard (“Client,” “you,” or “your”). This Agreement governs Client’s access to and use of the Services.

By (a) executing an Order Form that references this Agreement, (b) accepting this Agreement through the Dashboard, or (c) using the Services, Client agrees to be bound by this Agreement. If Client is entering into this Agreement on behalf of an entity, Client represents that it has the authority to bind that entity. Where Client procures the Services through an Authorised Reseller, Client accepts this Agreement in the manner set out in its agreement with that Authorised Reseller. An Authorised Reseller does not become a party to, or a Client under, this Agreement by reason of executing or submitting an Order Form, accessing or configuring the Dashboard, generating or managing API Keys, or otherwise using or facilitating Client's use of the Services.

SECTION 16 CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (B) YOU ARE AGREEING TO MANDATORY INDIVIDUAL ARBITRATION FOR THE RESOLUTION OF DISPUTES AND WAIVING YOUR RIGHT TO A JURY TRIAL ON YOUR CLAIMS.

1. Definitions

The following definitions apply throughout this Agreement:

“Agreement” means this Customer Agreement, together with all Order Forms, addenda, and exhibits incorporated by reference.
“API” means the Superbridge application programming interface, as further governed by the API Addendum.
“API Addendum” means the addendum to this Agreement governing access to and use of the API.
“Authorised Reseller” means a third party authorised in writing by Superbridge to market, promote, bundle and resell the Services to its own customers pursuant to a reseller agreement with Superbridge (a "Reseller Agreement").
“Authorized Users” means Client’s employees, contractors, and agents (and, in respect of Resold Services, the applicable Authorised Reseller and its Servicers acting on Client’s behalf) who Client authorizes to access the Services on its behalf.
“Bridge Instance” means a single instance or deployment of a Bridge Interface created, configured, or managed by or for Client (through the Dashboard where made available, or implemented by Superbridge on Client’s instructions).
“Bridge Interface” means any domain or bridge interface created, configured, or managed by or for Client (through the Dashboard where made available, or implemented by Superbridge on Client’s instructions) to facilitate asset transfers between rollups, blockchains, or other protocols, as customized using the tools and settings in the Dashboard.
“Bridge Services” means the software, tools, and related technical and support services provided by Superbridge through the Dashboard, enabling the creation and management of customizable Bridge Interfaces, including branding customization, legal term integration, real-time transaction indexing, and any updates or enhancements made available from time to time.
“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
“Customer Data” means data submitted by or on behalf of Client in connection with the Services, excluding Service Data and Usage Data.
“Dashboard” means the web-based platform provided by Superbridge through which Client creates, configures, and manages Bridge Interfaces and, where applicable, API access.
“Documentation” means the technical and functional documentation for the Services made available by Superbridge from time to time.
“End User” means any individual or entity that accesses and uses a Client Bridge Interface to facilitate asset transfers.
“End User Terms” means Superbridge’s end user terms of service applicable to End Users, as updated from time to time and published at superbridge.app/terms.
“Fees” means the amounts payable by Client for the Services as set out in the applicable Order Form, provided that in respect of Resold Services the Fees are payable to Superbridge by the Authorised Reseller and not by Client.
“Order Form” means an ordering document or click-through acceptance, including any DocuSign-executed agreement, specifying the Services subscribed, Subscription Term, Fees, and other applicable terms.
“Protocol” means the decentralized, peer-to-peer rollup protocol(s) accessible through the Services, which Superbridge does not own or control.
“Restricted Jurisdiction” has the meaning given in Section 5.7.
"Resold Services" means Services procured by Client through an Authorised Reseller under an Order Form submitted by that Authorised Reseller.
“Rollies” means Superbridge’s white-label hosted bridge interface service enabling Client to deploy a branded Bridge Interface for its End Users.
“Service Data” means any data or information provided, generated, or processed through use of the Bridge Services or Dashboard, including without limitation transaction data, End User information, usage patterns, and operational metrics. Service Data may be used by Superbridge to monitor, enhance, and improve the functionality and performance of the Bridge Services.
“Services” means the products and services made available by Superbridge as specified in the applicable Order Form, which may include Rollies, API access, or both.
"Servicer" means an affiliate or service provider of an Authorised Reseller that accesses, configures or manages the Services on Client's behalf**.**
“Subscription Term” means the period during which Client has subscribed to the Services as specified in the Order Form.
“Usage Data” means aggregated, de-identified data about Client’s and End Users’ use of the Services.

2. Services

2.1 Access

Subject to this Agreement and Section 2.7 timely payment of Fees, Superbridge grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term, solely for Client’s business purposes and for deploying Bridge Interfaces to End Users in accordance with this Agreement.

2.2 Rollies

If Client has subscribed to Rollies, Superbridge will make available a configurable, white-label Bridge Interface accessible to End Users. Client may configure its Bridge Instances through the Dashboard. For managed deployments where Client does not access the Dashboard directly, configuration will be handled by Superbridge on Client’s behalf. The specific features, Bridge Instance limits, and third-party integrations available to Client are determined by the tier subscribed to, as set out in the applicable Order Form and the Superbridge Tier & Usage Schedule incorporated therein, which sets out the usage limits, overage fees, and upgrade mechanics applicable to each tier.

Client may embed a Bridge Interface as a widget within Client’s own application or website. Embedded deployments are subject to all obligations in this Agreement applicable to Bridge Interfaces. Client is solely responsible for ensuring that any embedded deployment functions correctly within Client’s application environment and that End Users of the embedded deployment are made aware of and bound by applicable End User Terms.

2.4 API

If Client has subscribed to API access, Client’s use of the API is governed by this Agreement and the API Addendum. In the event of a conflict between this Agreement and the API Addendum with respect to API access, the API Addendum controls. In the event of a conflict between this Agreement and the Support Addendum with respect to support services, the Support Addendum controls. The Superbridge Tier & Usage Schedule forms part of each Order Form that references it.

2.5 No Delivery of Software

This Agreement is a services agreement. Superbridge will not deliver copies or licenses of the Dashboard or Bridge Services software to Client. Client acquires only the right to access and use the Services as provided hereunder.

2.6 Modifications

Superbridge reserves the right to modify, update, or discontinue features of the Services. Routine updates, bug fixes, security patches, and new feature additions do not require advance notice. Superbridge will provide at least sixty (60) days’ prior written notice of any material adverse change to the Services (including feature removals, discontinuations, and end-of-life decisions), will not materially diminish the Services during a paid Subscription Term, and will continue to provide support and maintenance for any discontinued Service or material feature for at least six (6) months following discontinuation (or, where required under an applicable reseller agreement, until the end of the then-current Order Terms of affected Order Forms). Where a modification requires Client to make changes to its Bridge Interface or configuration, Client will have sixty (60) days from the date of first notice to implement the required changes (the “Conformance Period”). Superbridge will have no liability for adverse effects resulting from modifications where the required notice was given. Client’s continued use of the Services after the Conformance Period constitutes acceptance of the modification.

2.7 Resale through Authorised Resellers

Where Client procures the Services through an Authorised Reseller: (a) Client's receipt and use of the Resold Services through that Authorised Reseller does not constitute a sublicense, resale, repackaging, replication or circumvention prohibited by Sections 2.1, 5.1, 5.2 or 5.3; (b) the Authorised Reseller and its Servicers may access, configure, manage and utilise the Resold Services on Client's behalf as Authorized Users, and Superbridge will not treat such access as unauthorised third-party access; (c) an agreement between the Authorised Reseller and Client under which Client agrees to be bound by this Agreement satisfies the requirement in Section 5.3 for an individual agreement for each entity that leverages the Bridge Services to interact with End Users, and no separate agreement between Superbridge and Client is required; (d) an Authorised Reseller's bundling or marketing of the Services with its own products or services is permitted and does not constitute replication under Section 5.2 or repackaging or resale under Section 5.3; and (e) no click-through or Dashboard acceptance is effective to bind Client in respect of Resold Services unless the corresponding Order Form has been submitted or countersigned by the Authorised Reseller.

2.8 Support

Superbridge will provide support to Client as specified in the Order Form. Superbridge has no obligation to provide support or technical assistance directly to End Users of Client’s Bridge Interface. Superbridge may, in its sole discretion, provide voluntary assistance to End Users (including through help-centre resources or chat); any such assistance does not create any obligation, warranty, or service level owed to any End User or to Client, and may be modified, limited, or discontinued at any time. Client must not represent to End Users that Superbridge is available to provide such support. Client agrees to use commercially reasonable efforts to provide support to its own End Users.

3. Fees and Payment

3.1 Fees

Client agrees to pay the Fees set out in the applicable Order Form. Unless otherwise specified in the Order Form, Fees are due annually in advance. Monthly billing is available on request and may be subject to an additional charge.

3.2 Payment

Client agrees to provide payment via the method specified in the Order Form or Dashboard, which may include payment through the Stripe integration. Payment must be processed before a Bridge Instance is activated. In the event of a failed payment, Client’s access to the Services may be suspended until payment is successfully processed. All Fees are non-refundable except as expressly set out in this Agreement.

3.3 Taxes

Fees are exclusive of all applicable taxes, levies, and duties. Client is solely responsible for all taxes imposed by any taxing authority on amounts payable under this Agreement, excluding taxes on Superbridge’s net income.

3.4 Late Payment

Overdue amounts will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until actual payment. Superbridge reserves the right to suspend the Services if Client’s account is overdue by more than thirty (30) days following written notice.

3.5 Resold Services: (a) Fees are payable to Superbridge by the Authorised Reseller under its Reseller Agreement and Sections 3.1 to 3.4 do not apply to Client except to the extent Client agrees to pay any Fees to Superbridge directly; (b) activation of a Bridge Instance is not conditioned on receipt of payment from Client; (c) Superbridge will not suspend, throttle, degrade or terminate the Resold Services by reason of non-payment except where the Authorised Reseller has failed to pay undisputed amounts when due, and then only following expiry of the cure period in the Reseller Agreement and at least ten (10) Business Days' prior written notice to the Authorised Reseller and Client; and (d) any refund, rebate or credit in respect of Resold Services is payable to the Authorised Reseller.

Client acknowledges that Superbridge derives income through its own commercial arrangements, including revenue share agreements with interoperability and bridge providers. Client is not entitled to share in any income or revenue generated by Superbridge through the Dashboard or Bridge Services. Client’s compensation for any services is limited solely to what is expressly set out in the applicable Order Form.

5. Restrictions and Client Responsibilities

5.1 General Acceptable Use

Client will use the Services only for lawful purposes and in accordance with this Agreement and the Documentation. Without limiting the foregoing, Client will not:

sublicense, resell, or make the Services available to any third party other than End Users in accordance with this Agreement (and, in respect of Resold Services, other than as permitted by Section 2.7);
use the Services to violate any applicable law or regulation, including sanctions laws, anti-money laundering laws, data protection laws, and securities laws;
interfere with or disrupt the integrity, security, or performance of the Services, Dashboard, or any underlying Protocol;
attempt to gain unauthorized access to the Services, Dashboard, or any related systems or networks;
use the Services to facilitate transactions for or on behalf of any person or entity in a Restricted Jurisdiction;
defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any protection mechanisms for the Dashboard or Bridge Services;
reverse engineer, decompile, disassemble, or attempt to derive source code, underlying ideas, algorithms, or organizational form from the Dashboard or Bridge Services; or
remove or alter any proprietary notices, labels, or marks on or in the Services.

A violation of any of the above is grounds for immediate suspension or termination of Client’s access to the Services.

5.2 No Replication of Superbridge Services

Client’s other applications, domains, or products must not replicate or substantially recreate the products or services offered by Superbridge, including without limitation the Bridge Services, the Dashboard, or any Bridge Interface functionality. This restriction does not prevent Client from operating its own bridge products that are independent of and do not use the Bridge Services. This Section does not restrict an Authorised Reseller's marketing, bundling or resale of the Services in accordance with Section 2.7.

5.3 No Resale or Circumvention

Client must not, through its applications, domains, products, or otherwise, repackage or resell the Dashboard or Bridge Services or any part thereof. Client must not use or assist any third party in using the Dashboard in a way that circumvents the requirement for an individual agreement for each entity that leverages the Bridge Services to interact with End Users. Client must not use the Dashboard or Bridge Services in any manner that does or could potentially undermine their security or integrity. Nothing in this Section restricts the resale of the Services by an Authorised Reseller, or Client's receipt of Resold Services, in accordance with Section 2.7.

5.4 Bridge Interface Responsibility

Responsibility for each Bridge Interface is allocated as follows: (a) Superbridge is responsible for hosting, operating, and maintaining the hosted Bridge Interface, the Dashboard, transaction indexing, and the routing services, including implementing the branding, themes, and configuration provided by Client; (b) Client is responsible for: (i) the branding, content, and configuration choices it provides and approves (including their accuracy, legality, and non-infringement, notwithstanding that Superbridge performs the implementation); (ii) the environment of any application or website in which Client embeds a Bridge Interface widget; (iii) the legal compliance of Client’s deployment and use of the Services; (iv) the native canonical bridge contracts of Client’s chain, which Client (and not Superbridge) owns and operates; and (v) any third-party protocol deployments or configurations on or for Client’s chain (including interoperability or messaging deployments such as Hyperlane or LayerZero, and sequencer or data-availability arrangements); and (c) third-party bridge providers, liquidity protocols, relayers, and other third-party products remain subject to Section 9 and the exclusions in the Support Addendum. Without limiting the foregoing, Client is solely responsible for ensuring that its Bridge Interface content:

ensuring that its Bridge Interface does not violate or infringe the intellectual property rights of any third party;
ensuring that its Bridge Interface is not offensive, profane, obscene, libelous, or otherwise illegal;
ensuring that its Bridge Interface does not contain or introduce malicious software into the Dashboard or any Service Data;
ensuring that its Bridge Interface is not designed for or used for spamming End Users; and
ensuring that its Bridge Interface does not violate any applicable law or third-party right.

5.5 Service Data Obligations

To the extent Client’s Bridge Interface transmits Service Data outside the Dashboard, Client represents and warrants that it has notified all End Users that their Service Data will be transmitted outside the Bridge Interface and that Superbridge is not responsible for the privacy, security, or integrity of such data. Client further represents and warrants that neither Client nor its Bridge Interface will, without appropriate prior user consent or as required by applicable law: (a) modify Service Data in a manner that adversely affects its integrity; (b) disclose Service Data to any third party; or (c) use Service Data for any purpose other than providing the Bridge Interface functionality to End Users. Client will maintain and handle all Service Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security, and in compliance with all applicable privacy laws and regulations.

5.6 End User Compliance

Client is responsible for its End Users’ use of the Services. Client must:

ensure that each End User is bound by terms of service no less protective of Superbridge’s interests than the End User Terms, including with respect to assumption of risk, disclaimers, limitation of liability, and the prohibition on use by persons in Restricted Jurisdictions;
disclose to End Users that wallet addresses may be subject to compliance screening using industry-standard monitoring tools (including TRM) and that Superbridge may decline to process transactions involving flagged addresses;
maintain a privacy policy that accurately describes Client’s collection, processing, and use of End User data in connection with the Services;
not represent to End Users that Superbridge is available to provide support or technical assistance with Client’s Bridge Interface; and
cooperate with Superbridge in responding to any claim, dispute, complaint, or regulatory inquiry involving End Users’ use of Client’s Bridge Interface.

5.7 Restricted Jurisdictions

Client represents and warrants that it is not organized, resident, or located in, and will not knowingly make the Services available to End Users located in, any of the following jurisdictions (each, a “Restricted Jurisdiction”): Belarus, Cuba, Iran, Lebanon, North Korea, the Republic of the Congo, Russia, Syria, Yemen, or the occupied territories of Ukraine (including the Crimea, Donetsk Oblast, and Luhansk Oblast). Superbridge implements technical controls designed to restrict access from Restricted Jurisdictions as part of the hosted Services (without warranting that such controls are effective in all cases). Client must not circumvent, disable, or interfere with such controls (including in any embedded deployment), must not direct or target marketing of its Bridge Interface at Restricted Jurisdictions, and must implement reasonable measures within its own control to support these restrictions.

5.8 Compliance with Laws

Client is solely responsible for ensuring that its use of the Services, and its deployment of bridge or swap functionality to End Users, complies with all applicable laws and regulations in each jurisdiction where Client operates or where its End Users are located, including without limitation anti-money laundering and counter-terrorism financing laws, data protection laws, financial services regulations, and any licensing or registration requirements for operating a virtual asset service. Superbridge makes no representation that the Services are appropriate or legally available for use in any particular jurisdiction.

5.9 No Misrepresentation of Relationship

Client may brand its Bridge Interface with its own marks and identity. Client must not misrepresent its relationship with Superbridge, claim to be affiliated with or endorsed by Superbridge in any inaccurate manner, or make any representations about the Services that are inconsistent with Superbridge’s Documentation or public statements.

6. Representations, Warranties, and Covenants

6.1 Mutual

Each party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) its performance of this Agreement will not violate any applicable law or any material agreement to which it is a party.

6.2 Client

Client additionally represents, warrants, and covenants that:

Client’s Bridge Interface, the use of such Bridge Interface by its End Users, and Client’s activities under this Agreement do not and will not violate, misappropriate, or infringe upon the intellectual property rights of any third party;
Client will comply with all applicable local, national, and international laws and regulations, including export control laws, and will maintain all licenses, permits, and permissions necessary to develop, implement, and publish its Bridge Interface;
Client’s Bridge Interface does not and will not contain or introduce any malicious software into the Dashboard, any Service Data, or other data stored or transmitted using the Dashboard or Bridge Services;
Client’s Bridge Interface is not designed for or used for spamming any End Users or other parties; and
Client has all right, power, and authority to grant the licenses granted to Superbridge in this Agreement.

7. Intellectual Property

7.1 Superbridge IP

Superbridge retains all rights, title, and interest in and to the Services, Dashboard, Documentation, and all technology and content underlying them, including all intellectual property rights. No rights are granted to Client other than those expressly set out in this Agreement.

7.2 Client IP

Client retains all rights, title, and interest in and to Customer Data and Client’s own branding, marks, and content used in connection with a Bridge Interface. Client grants Superbridge a limited, non-exclusive licence to use Customer Data solely to the extent necessary to provide the Services.

7.3 Feedback License

Superbridge shall have, and Client hereby grants to Superbridge, a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, and incorporate into any of Superbridge’s products or services any suggestions, enhancement requests, recommendations, feedback, or other information provided by Client relating to the Bridge Services or Dashboard. Any such feedback shall be deemed non-confidential and Superbridge shall have no obligation or compensation to Client in connection with its use of such feedback. This Section does not apply to feedback provided by an Authorised Reseller or its Servicers, the treatment of which is governed by the applicable Reseller Agreement.

7.4 Usage Data

Superbridge may collect and use Usage Data to operate, maintain, improve, and develop the Services. Usage Data does not identify Client or individual End Users.

7.5 AI/ML Training

Superbridge may use aggregated or de-identified Service Data and Usage Data to operate, maintain, and improve the Services. Superbridge will not use Customer Data, or any Service Data in a form that identifies Client or any End User, to train artificial intelligence or machine learning models.

8. Confidentiality

8.1 Obligations

Each party agrees to: (a) keep the other party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use the other party’s Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose the other party’s Confidential Information to any third party without prior written consent, except to employees, contractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as those in this Section.

8.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully known to the receiving party before disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without reference to the Confidential Information.

8.3 Compelled Disclosure

A party may disclose Confidential Information to the extent required by law or legal process, provided it gives the other party reasonable advance notice where permitted by law and cooperates with the other party’s reasonable efforts to obtain confidential treatment.

8.4 Return and Destruction

Upon expiry or termination of this Agreement for any reason, each party will promptly and automatically return or securely destroy the other party’s Confidential Information without requiring a written request. Each party will, on request, certify in writing that it has complied with this obligation. Notwithstanding the foregoing, each party may retain Confidential Information to the extent required by applicable law or regulation, subject to continued compliance with this Section.

9. Disclaimer of Warranties

Superbridge warrants that the Services, as hosted and operated by Superbridge, will materially conform to the Documentation. Client’s sole and exclusive remedy for breach of this warranty is, at Superbridge’s option, re-performance or correction of the affected Services or a credit against future Fees. This warranty does not apply to the Protocol, any blockchain network, the native bridge contracts of Client’s chain, third-party deployments on or for Client’s chain, or any third-party products, protocols, or services.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 9, ALL ASPECTS OF THE SERVICES AND THE DASHBOARD, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW. SUPERBRIDGE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUPERBRIDGE DOES NOT WARRANT THAT THE SERVICES OR DASHBOARD WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE. NO INFORMATION OR ADVICE OBTAINED FROM SUPERBRIDGE OR THROUGH THE DASHBOARD OR BRIDGE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

SUPERBRIDGE DOES NOT OWN OR CONTROL THE PROTOCOL. SUPERBRIDGE MAKES NO WARRANTIES REGARDING THE PROTOCOL’S AVAILABILITY, SECURITY, PERFORMANCE, OR CONTINUED OPERATION.

Superbridge does not endorse, verify, or assume any responsibility for any third-party bridge providers, DEX liquidity sources, interoperability protocols, wallet providers, or other third-party services accessible through or in connection with the Services. Client’s use of any such third-party services is at its own risk.

Superbridge applies TRM monitoring to transactions processed through the Bridge Services, which may include TRM Labs, Chainalysis, ZeroShadow, and other providers. Such screening is provided for Superbridge’s own compliance and risk management purposes and does not constitute a compliance service for Client. Superbridge does not warrant that its screening will identify all problematic transactions or actors, and Client remains solely responsible for its own compliance obligations.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Liability Cap

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUPERBRIDGE’S AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SUPERBRIDGE OR (IN RESPECT OF RESOLD SERVICES) THE GREATER OF SUCH FEES AND THE TOTAL AMOUNTS PAID TO SUPERBRIDGE BY THE AUTHORISED RESELLER IN RESPECT OF THE SERVICES PROVIDED TO CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations in Sections 10.1 and 10.2 do not apply to: (a) either party’s breach of its confidentiality obligations under Section 8; (b) either party’s indemnification obligations under Section 11; (c) Client’s breach of Sections 5.2, 5.3, or 5.7; or (d) any liability that cannot be excluded or limited under applicable law.

10.4 Limitation Period

Any claim arising out of or relating to this Agreement must be brought within one (1) year of the first event or occurrence giving rise to the claim. Claims not brought within this period are permanently barred, regardless of any statute of limitations to the contrary.

10.5 Basis of Bargain

The parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Superbridge would not have entered into this Agreement absent these limitations.

11. Indemnification

11.1 By Client

Client will indemnify, defend, and hold harmless Superbridge and its affiliates, officers, directors, employees, and agents (“Superbridge Parties”) from and against any claims, damages, liabilities, judgments, costs, and expenses (including reasonable legal fees) (“Losses”) arising out of or related to: (a) Client’s breach of this Agreement; (b) Client’s or its End Users’ use of the Services in violation of applicable law; (c) any claim brought by an End User arising from Client’s deployment of the Services; or (d) Client’s negligence or willful misconduct.

11.2 By Superbridge

Superbridge will indemnify, defend, and hold harmless Client from and against any Losses arising from any third-party claim that the Services, as provided by Superbridge and used by Client in accordance with this Agreement, infringe any third-party intellectual property right, provided that Client: (a) promptly notifies Superbridge in writing of the claim; (b) grants Superbridge sole control over the defense and settlement; and (c) provides reasonable cooperation at Superbridge’s expense. Superbridge has no indemnification obligation for claims arising from Client’s modifications, Client’s combination with third-party products, or Client’s use other than as permitted by this Agreement.

11.3 Procedure

The indemnifying party’s obligations are conditioned on the indemnified party: (a) providing prompt written notice of the claim; (b) granting the indemnifying party sole control over defense and settlement (provided that the indemnifying party may not settle any claim that imposes liability on the indemnified party without its prior written consent); and (c) providing reasonable cooperation at the indemnifying party’s expense.

12. Release of Claims

Client waives and releases the Superbridge Parties from claims, whether known or unknown, to the extent arising out of: (a) the Protocol or any blockchain network, sequencer, or data-availability layer; (b) the native canonical bridge contracts of Client’s chain; (c) third-party protocol deployments or configurations on or for Client’s chain; or (d) third-party bridge providers, liquidity protocols, relayers, wallets, or other third-party products or services. This release applies to claims based on contract, tort, negligence, strict liability, or any other legal theory and survives termination of this Agreement. This release does not apply to claims arising from the Services as hosted and operated by Superbridge, which are governed by Sections 9 to 11.

13. Term and Termination

13.1 Term

This Agreement commences on the date Client first accepts it and continues for the initial Subscription Term specified in the Order Form. Unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Subscription Term, this Agreement will automatically renew for successive periods equal to the initial Subscription Term. In respect of Resold Services, the Subscription Term is coterminous with the applicable Order Form and does not renew automatically, unless otherwise stated in such Order Form; renewal is effected only by the terms of such Order Form or a new or renewed Order Form submitted by the Authorised Reseller.

13.2 Termination for Cause

Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

13.3 Termination for Convenience

Superbridge may terminate this Agreement for any reason on ninety (90) days’ written notice to Client. In the event of termination by Superbridge for convenience, Superbridge will refund Client a pro-rated portion of any prepaid Fees for the unused portion of the current Subscription Term. Client may terminate this Agreement for convenience on ninety (90) days’ written notice; no refund will be provided for prepaid Fees.

13.4 Effect of Termination

On expiry or termination for any reason: (a) all rights and licences granted to Client under this Agreement will immediately cease; (b) Client must promptly cease all use of the Services and de-provision any End User access; (c) each party will promptly and automatically return or securely destroy the other party’s Confidential Information in accordance with Section 8.4; and (d) termination does not relieve Client of any obligation to pay Fees accrued prior to the effective date of termination.

With respect to bridge or swap transactions in progress at the time of termination, to the extent Superbridge performs completion or finalization steps on Client’s behalf (including Auto-Relay routes under the API Addendum), Superbridge will complete any such steps initiated before the effective date of termination. For thirty (30) days following termination, Superbridge will (a) continue to make available transaction-status information for transfers initiated before termination, and (b) on request, provide Client with an export of its Customer Data (excluding, for the avoidance of doubt, Service Data, Usage Data, and Superbridge’s indexing systems). Subject to the foregoing, on-chain settlement occurs on the applicable bridge contracts independently of Superbridge, and Superbridge has no further obligation to complete or monitor in-flight transactions and no liability for losses arising from incomplete transactions after the effective date of termination.

13.5 Survival

Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13.4, 13.5, 14, 15, 16, and 17 will survive termination or expiry of this Agreement.

14. Data Protection and Privacy

Superbridge will implement and maintain commercially reasonable security measures to protect Service Data and Customer Data from unauthorized access, use, or disclosure. In the event of a data breach affecting Service Data or Customer Data, Superbridge will notify Client promptly as required by applicable law.

Client is solely responsible for ensuring that its Bridge Interface and any data it collects or processes in connection with the Services comply with all applicable data protection and privacy laws and regulations, including where applicable the General Data Protection Regulation (“GDPR”) and any local implementing legislation. If Client requires a formal data processing agreement to satisfy applicable data protection law, Superbridge’s standard Data Processing Agreement, available at superbridge.app/legal/dpa, is incorporated by reference, and Superbridge will provide notice of subprocessor changes.

Client agrees to comply with all applicable data protection and privacy laws in its use of the Services and to handle all Service Data in accordance with privacy and security measures reasonably adequate to preserve its confidentiality and security.

15. Audit Rights

Superbridge reserves the right to audit Client’s use of the Bridge Services and Dashboard to ensure compliance with this Agreement. Audits may be conducted during regular business hours upon reasonable prior written notice. Client will cooperate fully and provide Superbridge with reasonable access to relevant records and personnel. Superbridge will conduct audits no more than once per calendar year unless Superbridge has a reasonable basis to suspect a material breach, in which case additional audits may be conducted. Superbridge will bear audit costs unless the audit reveals material non-compliance by Client, in which case Client will bear Superbridge’s reasonable audit costs.

16. Governing Law and Dispute Resolution

16.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of Singapore, excluding its conflict-of-law principles.

16.2 Arbitration Agreement

Please read the following arbitration agreement carefully. It requires you to arbitrate disputes with Superbridge and limits the manner in which you can seek relief.

• Applicability. Any dispute, claim, or request for relief relating in any way to this Agreement or to any aspect of the relationship between the parties will be resolved by binding arbitration rather than in court, except that either party may seek equitable relief in court for infringement or misuse of intellectual property rights. This arbitration agreement applies to all disputes that arose or were asserted before the effective date of this Agreement or any prior version.

• Rules and Forum. This arbitration agreement is governed by the laws of Singapore, including the International Arbitration Act 1994. To begin arbitration, a party must send a letter requesting arbitration and describing the dispute to [email protected]. The arbitration will be administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Arbitration Rules in force at the commencement of the arbitration, which rules are deemed incorporated by reference. Where eligible, the parties may agree to the SIAC Expedited Procedure. The seat of arbitration will be Singapore. The language of the arbitration will be English. The arbitration may be conducted by telephone, written submissions, or in person at a mutually agreed location. Any judgment on the award may be entered in any court of competent jurisdiction.

• Authority of Arbitrator. The arbitrator has exclusive authority to determine the scope and enforceability of this arbitration agreement and to resolve any dispute related to its interpretation, applicability, enforceability, or formation. The arbitrator will decide the rights and liabilities of the parties and may award monetary damages and any non-monetary remedy available under applicable law. The arbitrator’s award is final and binding. No arbitration award will have preclusive effect in any dispute with a party not named in the arbitration.

• Fee Allocation. Each party is responsible for its own attorneys’ fees unless the arbitration rules and applicable law provide otherwise. Costs of the arbitration will be allocated in accordance with the applicable SIAC Rules.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. All disputes within the scope of this arbitration agreement will be resolved by arbitration as set out herein.
Waiver of Class Relief. ALL DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE. CLAIMS OF MORE THAN ONE CLIENT CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT. If a court holds that applicable law precludes enforcement of this limitation as to a given dispute, that aspect must be severed from arbitration and brought in the courts of Singapore. All other disputes will be arbitrated.
Severability. Except as provided in the Waiver of Class Relief paragraph, if any part of this arbitration agreement is held invalid, the remainder continues in full force and effect.
Survival. This arbitration agreement survives termination of this Agreement.
Modification. If Superbridge makes any future material change to this arbitration agreement, either party may reject that change within 30 days by writing to [email protected], provided that any such rejection does not affect the enforceability of the remainder of the arbitration agreement.

16.3 Interim Relief

Nothing in this Agreement prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where necessary to prevent irreparable harm.

17. General

17.1 Entire Agreement

This Agreement, together with all Order Forms and addenda, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. In the event of a conflict between this Agreement and an Order Form, the Order Form controls with respect to the specific Services, Fees, and Subscription Term it governs. In the event of a conflict between this Agreement and the API Addendum with respect to API access, the API Addendum controls.

17.2 Incorporation of General Terms

Any use of Superbridge’s general website or consumer-facing applications is subject to the Superbridge End User Terms available at superbridge.app/terms. In the event of any conflict between this Agreement and the End User Terms with respect to the Services provided under this Agreement, this Agreement governs.

17.3 Assignment

Client may not assign or transfer this Agreement without Superbridge’s prior written consent, not to be unreasonably withheld. Superbridge may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is null and void.

17.4 No Waiver

Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that right. All waivers must be in writing to be effective.

17.5 Severability

If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force and effect.

17.6 Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, infrastructure outages, blockchain network failures or forks, or cyberattacks. The affected party will give prompt notice and use reasonable efforts to mitigate the impact.

17.7 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, franchise, or employment relationship. Neither party has authority to bind the other or incur obligations on the other’s behalf.

17.8 Notices

All notices must be in writing and delivered by email (with read receipt or written confirmation) or internationally recognized courier to the contact details specified in the Order Form. Notices are effective on confirmed receipt.

17.9 Counterparts and Electronic Execution

This Agreement may be executed in counterparts. Electronic signatures and acceptance through the Dashboard or DocuSign are deemed valid and binding.